8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC  20549


                            FORM 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported)    September 29, 1999


                         PENTAIR, INC.

     (Exact Name of Registrant as specified in Its Charter)


MINNESOTA                      001-11625             41-0907434
(State of Incorporation        (Commission File      (I.R.S. Employer
 or Organization)               Number)               Identification No.)


   1500 County Road B2 West, St. Paul, Minnesota  55113-3105
     (Address of Principal Executive Offices)  (Zip Code)


                         612.636.7920
      (Registrant's Telephone Number, Including Area Code)




Item 5.  Other Events.

     On September 29, 1999, Pentair, Inc. (the
"Company") agreed to sell 5,500,000 shares of its
common stock (the "Shares") pursuant to an Underwriting
Agreement and applicable Pricing Agreement, each dated
September 29, 1999 among the Company and Goldman, Sachs
& Co., J.P. Morgan Securities Inc., Banc of America
Securities LLC and U.S. Bancorp Piper Jaffray Inc.  In
addition, on September 30, 1999, the Company agreed to
sell $250,000,000 aggregate principal amount of its
7.85% Senior Notes due 2009 (the "Debt Securities")
pursuant to an Underwriting Agreement and related
Pricing Agreement, each dated September 30, 1999 among
the Company and Goldman Sachs & Co., J.P. Morgan
Securities Inc. and Banc One Capital Markets Inc.  The
Debt Securities will be issued pursuant to an Indenture
dated as of June 1, 1999 between the Company and U.S.
Bank Trust National Association, as trustee (the
"Indenture") and an Officer's Certificate and Company
Order dated October 5, 1999, pursuant to Sections 201,
301 and 303 of the Indenture.  The Shares and the Debt
Securities have been registered under the Securities
Act of 1933, as amended, by a Registration Statement on
Form S-3, File No. 333-80159, as amended.  The purpose
of this report is to file certain exhibits in
connection with the offering of the Shares and Debt
Securities.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits.  See the Exhibit Index following the
signature page of this Report , which is incorporated
herein by reference.

                             1



                         SIGNATURE

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the
undersigned hereunder duly authorized.


                                   PENTAIR, INC.


Date:   October 4, 1999
By:/s/ Richard W. Ingman
Richard W. Ingman,
Executive Vice President and
Chief Financial Officer

                             2





                         PENTAIR, INC.
                        EXHIBIT INDEX TO
                    FORM 8-K CURRENT REPORT
          Date of Report:  September 29, 1999

Exhibit
Number    Description

1.1       Underwriting Agreement - Common Stock,
          including related pricing agreement

1.2       Underwriting Agreement - Debt
          Securities, including related pricing
          agreement

4.1       Form of Officer's Certificate and
          Company Order

4.2       Specimen Note

5.1       Opinion of Henson & Efron, P.A.
          regarding the legality of the common stock
          registered pursuant to the company's
          registration statement on Form S-3, File No.
          333-80159.

5.2       Opinion of Henson & Efron, P.A.
          regarding the legality of the senior notes
          registered pursuant to the company's
          registration statement on Form S-3, File No.
          333-80159.

                             3

EX-1.1

EXHIBIT 1.1



                     Pentair, Inc.

                     Common Stock
               Par Value $.16 2/3 per Share



                Underwriting Agreement


                                          September 29,1999

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.
  As Representatives of the Several
  Underwriters named in Schedule I to
  the Pricing Agreement attached hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          From time to time Pentair, Inc, a Minnesota
corporation (the "Company"), proposes to enter into one
or more Pricing Agreements (each a "Pricing Agreement")
in the form of Annex III hereto, with such additions
and deletions as the parties thereto may determine,
and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such
firms constituting the "Underwriters" with respect to
such Pricing Agreement and the securities specified
therein) certain shares of the  Company's Common Stock,
par value $.16b per share (the "Shares") specified in
Schedule II to such Pricing Agreement (with respect to
such Pricing Agreement, the "Firm Shares").  If
specified in such Pricing Agreement, the Company may
grant to the Underwriters the right to purchase at
their election an additional number of shares,
specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Shares"). The Firm
Shares and the Optional Shares, if any, which the
Underwriters elect to purchase pursuant to Section 3
hereof are herein collectively called the "Designated
Shares".

          The terms and rights of any particular
issuance of Designated Shares shall be as specified in
the Pricing Agreement relating thereto.

     1.   Particular sales of Designated Shares may be
made from time to time to the Underwriters of such
Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in
the Pricing Agreement relating thereto will act as
representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting
as sole representative of the Underwriters and to
Underwriters who act without any firm being designated
as their representative.  This Underwriting Agreement
shall not be construed as an obligation of the Company
to sell any of the Shares or as an obligation of any of
the Underwriters to purchase any of the Shares.  The
obligation of the Company to issue and sell any of the
Shares and the obligation of any of the Underwriters to
purchase any of the Shares shall be evidenced by the
Pricing Agreement with respect to the Designated Shares
specified therein.  Each Pricing Agreement shall
specify the aggregate number of the Firm Shares, the
maximum number of Optional Shares, if any, the initial
public offering price of such Firm and Optional Shares
or the manner of determining such price, the purchase
price to the Underwriters of such Designated Shares,
the names of the Underwriters of such Designated
Shares, the names of the Representatives of such
Underwriters, the number of such Designated Shares to
be purchased by each Underwriter and the commission, if
any, payable to the Underwriters with respect thereto
and shall set forth the date, time and manner of
delivery of such Firm and Optional Shares, if any, and
payment therefor.  The Pricing Agreement shall also
specify (to the extent not set forth in the
registration statement and prospectus with respect
thereto) the terms of such Designated Shares.  A
Pricing Agreement shall be in the form of an executed
writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to
produce a written record of communications transmitted.
The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several
and not joint.

     2.   The Company represents and warrants to, and
agrees with, each of the Underwriters that:

          (a)  A registration statement on Form S-3
     (File No. 333-80159) (the "Initial Registration
     Statement") in respect of the Shares and certain
     other securities has been filed with the
     Securities and Exchange Commission (the
     "Commission"); the Initial Registration Statement
     and any post-effective amendment thereto, each in
     the form heretofore delivered or to be delivered
     to the Representatives and, excluding exhibits to
     the Initial Registration Statement, but including
     all documents incorporated by reference in the
     prospectus included therein, to the
     Representatives for each of the other Underwriters
     have been declared effective by the Commission in
     such form; other than a registration statement, if
     any, increasing the size of the offering (a "Rule
     462(b) Registration Statement"), filed pursuant to
     Rule 462(b) under the Securities Act of 1933, as
     amended (the "Act"), which became effective upon
     filing, no other document with respect to the
     Initial Registration Statement or document
     incorporated by reference therein has heretofore
     been filed, or transmitted for filing, with the
     Commission (other than prospectuses filed pursuant
     to Rule 424(b) of the rules and regulations of the
     Commission under the Act, each in the form
     heretofore delivered to the Representatives); and
     no stop order suspending the effectiveness of the
     Initial Registration Statement, any post-effective
     amendment thereto or the Rule 462(b) Registration
     Statement, if any, has been issued and no
     proceeding for that purpose has been initiated or
     threatened by the Commission (any preliminary
     prospectus included in the Initial Registration
     Statement or filed with the Commission pursuant to
     Rule 424(a) under the Act, is hereinafter called a
     "Preliminary Prospectus"; the various parts of the
     Initial Registration Statement, any post-effective
     amendment thereto and the Rule 462(b) Registration
     Statement, if any, including all exhibits thereto
     and the documents incorporated by reference in the
     prospectus contained in the Initial Registration
     Statement at the time such part of the Initial
     Registration Statement became effective, but
     excluding Form T-1, each as amended at the time
     such part of the Initial Registration Statement
     became effective, or such part of the Rule 462(b)
     Registration Statement, if any, became or
     hereafter becomes effective, are hereinafter
     collectively called the "Registration Statement";
     the prospectus relating to the Shares, in the form
     in which it has most recently been filed, or
     transmitted for filing, with the Commission on or
     prior to the date of this Agreement, is
     hereinafter called the "Prospectus"; any reference
     herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include
     the documents incorporated by reference therein
     pursuant to the applicable form under the Act, as
     of the date of such Preliminary Prospectus or
     Prospectus, as the case may be; any reference to
     any amendment or supplement to any Preliminary
     Prospectus or the Prospectus shall be deemed to
     refer to and include any documents filed after the
     date of such Preliminary Prospectus or Prospectus,
     as the case may be, under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in such Preliminary
     Prospectus or Prospectus, as the case may be; any
     reference to any amendment to the Initial
     Registration Statement shall be deemed to refer to
     and include any annual report of the Company filed
     pursuant to Section 13(a) or 15(d) of the Exchange
     Act after the effective date of the Registration
     Statement that is incorporated by reference in the
     Registration Statement; and any reference to the
     Prospectus as amended or supplemented shall be
     deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable
     Designated Shares in the form in which it is filed
     with the Commission pursuant to Rule 424(b) under
     the Act in accordance with Section 5(a) hereof,
     including any documents incorporated by reference
     therein as of the date of such filing);

          (b)  The documents incorporated by reference
     in the Prospectus, when they became effective or
     were filed with the Commission, as the case may
     be, conformed in all material respects to the
     requirements of the Act or the Exchange Act, as
     applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents
     contained an untrue statement of a material fact
     or omitted to state a material fact required to be
     stated therein or necessary to make the statements
     therein not misleading; and any further documents
     so filed and incorporated by reference in the
     Prospectus or any further amendment or supplement
     thereto, when such documents become effective or
     are filed with the Commission, as the case may be,
     will conform in all material respects to the
     requirements of the Act or the Exchange Act, as
     applicable, and the rules and regulations of the
     Commission thereunder and will not contain an
     untrue statement of a material fact or omit to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading; provided, however, that
     this representation and warranty shall not apply
     to any statements or omissions made in reliance
     upon and in conformity with information furnished
     in writing to the Company by an Underwriter of
     Designated Shares through the Representatives
     expressly for use in the Prospectus as amended or
     supplemented relating to such Shares;

          (c)  The Registration Statement and the
     Prospectus conform, and any further amendments or
     supplements to the Registration Statement or the
     Prospectus will conform, in all material respects
     to the requirements of the Act and the rules and
     regulations of the Commission thereunder and do
     not and will not, as of the applicable effective
     date as to the Registration Statement and any
     amendment thereto and as of the applicable filing
     date as to the Prospectus and any amendment or
     supplement thereto, contain an untrue statement of
     a material fact or omit to state a material fact
     required to be stated therein or necessary to make
     the statements therein not misleading; provided,
     however, that this representation and warranty
     shall not apply to any statements or omissions
     made in reliance upon and in conformity with
     information furnished in writing to the Company by
     an Underwriter of Designated Shares through the
     Representatives expressly for use in the
     Prospectus as amended or supplemented relating to
     such Shares or to any statement in or omission
     from the Form T-1;

          (d)  Neither the Company nor any of its
     subsidiaries has sustained since the date of the
     latest audited financial statements included or
     incorporated by reference in the Prospectus any
     material loss or interference with its business
     from fire, explosion, flood or other calamity,
     whether or not covered by insurance, or from any
     labor dispute or court or governmental action,
     order or decree, otherwise than as set forth or
     contemplated in the Prospectus; and, since the
     respective dates as of which information is given
     in the Registration Statement and the Prospectus,
     there has not been any change in the capital stock
     (other than pursuant to the Company's employee and
     director stock option plans) or increase in short-
     term or long-term debt of the Company or any of
     its subsidiaries in excess of 5% of total debt of
     the Company and its subsidiaries, taken as a
     whole, computed in accordance with generally
     accepted accounting principles, or any material
     adverse change, or any development involving a
     prospective material adverse change, in or
     affecting the general affairs, management,
     financial position, shareholders' equity or
     results of operations of the Company and its
     subsidiaries, otherwise than as set forth or
     contemplated in the Prospectus, as amended or
     supplemented;

          (e)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus and has been duly
     qualified as a foreign corporation for the
     transaction of business and is in good standing
     under the laws of each other jurisdiction in which
     it owns or leases properties or conducts any
     business so as to require such qualification or is
     subject to no material liability or disability by
     reason of the failure to be so qualified in any
     such jurisdiction; and each material subsidiary of
     the Company (as set forth on Annex V attached
     hereto (each a "Material Subsidiary" and, together
     the "Material Subsidiaries") has been duly
     incorporated or organized, as the case may be, and
     is validly existing as a corporation or
     partnership, as the case may be, in good standing
     under the laws of its jurisdiction of
     incorporation or organization;

          (f)  The Company and its Material
     Subsidiaries have good and    indefeasible title
     to all real property and good and marketable title
     to all personal property owned by them, in each
     case free and clear of all liens, encumbrances and
     defects and any real property and buildings held
     under lease by the Company and its subsidiaries
     are held by them under valid, subsisting and
     enforceable leases except for liens, encumbrances
     and defects that, individually or in the
     aggregate, will not have a material adverse effect
     on the business, consolidated financial position,
     stockholders equity or results of operation of the
     Company and its subsidiaries taken as a whole,
     subject, as to enforcement, to bankruptcy,
     insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws of general
     applicability relating to or affecting creditors'
     rights and to general equity principles;

          (g)  The Company has an authorized
     capitalization as set forth in the most recent
     Prospectus, and all of the issued shares of
     capital stock of the Company have been duly and
     validly authorized and issued and are fully paid
     and non-assessable and all of the issued shares of
     capital stock of each Material Subsidiary of the
     Company have been duly and validly authorized and
     issued, are fully paid and non-assessable, are
     owned directly or indirectly by the Company and
     are owned free and clear of all liens,
     encumbrances, equities or claims;

          (h)  The Shares have been duly and validly
     authorized, and, when the Firm Shares are issued
     and delivered pursuant to this Agreement and the
     Pricing Agreement with respect to such Designated
     Shares and, in the case of any Optional Shares,
     pursuant to Overallotment Options (as defined in
     Section 3 hereof) with respect to such Shares,
     such Designated Shares will be duly and validly
     issued and fully paid and non-assessable; the
     Shares conform to the description thereof
     contained in the Registration Statement and the
     Designated Shares will conform to the description
     thereof contained in the Prospectus as amended or
     supplemented with respect to such Designated
     Shares;

          (i)  None of the transactions contemplated by
     this Agreement (including, without limitation, the
     use of the proceeds from the sale of the Shares)
     will violate or result in a violation of Section 7
     of the Exchange Act, or any regulation promulgated
     thereunder, including, without limitation,
     Regulations G, T, U, and X of the Board of
     Governors of the Federal Reserve System;

          (j)  The issue and sale of the Shares and the
     compliance by the Company with all of the
     provisions of this Agreement, any Pricing
     Agreement and each Overallotment Option, if any,
     and the consummation of the transactions
     contemplated herein and therein will not conflict
     with or result in a breach or violation of any of
     the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of
     trust, loan agreement or other agreement or
     instrument to which the Company or any of its
     subsidiaries is a party or by which the Company or
     any of its subsidiaries is bound or to which any
     of the property or assets of the Company or any of
     its subsidiaries is subject, excluding conflicts,
     breaches, violations and defaults that,
     individually or in the aggregate, will not have a
     material adverse effect on the business,
     consolidated financial position, stockholders'
     equity or results of operations of the Company and
     its subsidiaries taken as a whole, nor will such
     action result in  any violation of the provisions
     of the Articles of Incorporation or By-laws of the
     Company or any of its Material Subsidiaries or any
     statute or any order, rule or regulation of any
     court or governmental agency or body having
     jurisdiction over the Company or any of its
     subsidiaries or any of their properties; and, no
     consent, approval, authorization, order,
     registration or qualification of or with any such
     court or governmental agency or body is required
     for the issue and sale of the Shares or the
     consummation by the Company of the transactions
     contemplated by this Agreement or any Pricing
     Agreement or any Overallotment Option, except such
     as have been, or will have been prior to each Time
     of Delivery (as defined in Section 4 hereof),
     obtained under the Act and such consents,
     approvals, authorizations, registrations or
     qualifications as may be required under state
     securities or Blue Sky laws in connection with the
     purchase and distribution of the Shares by the
     Underwriters;

          (k)  Other than as set forth in the
     Prospectus, there are no legal or governmental
     proceedings pending to which the Company or any of
     its subsidiaries is a party or of which any
     property of the Company or any of its subsidiaries
     is the subject, which, if determined adversely to
     the Company or any of its subsidiaries, would
     individually or in the aggregate have a material
     adverse effect on the current or future
     consolidated financial position, shareholders'
     equity or results of operations of the Company and
     its subsidiaries and, to the best of the Company's
     knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or
     threatened by others;

          (l)  Neither the Company nor any of its
     Material Subsidiaries is (i) in violation of its
     Articles of Incorporation or By-laws or (ii) in
     default in the performance or observance of any
     material obligation, agreement, covenant or
     condition contained in any indenture, mortgage,
     deed of trust, loan agreement, lease or other
     agreement or instrument to which it is a party or
     by which it or any of its properties may be bound,
     except, with respect to clause (ii) above, for
     defaults that, individually or in the aggregate,
     will not have a material adverse effect on the
     business, consolidated financial position,
     stockholders' equity or results of operations of
     the Company and its subsidiaries, taken as a
     whole;

          (m)  The statements set forth in the
     Prospectus under the caption "Description of
     Common Stock, Preferred Stock and Rights Plan" and
     the description of the Company's common stock
     incorporated by reference in the Prospectus,
     insofar as they purport to constitute a summary of
     the terms of the Shares, and the statements set
     forth in the Prospectus under the caption "Plan of
     Distribution," insofar as they purport to describe
     the provisions of the laws and documents referred
     to therein, are accurate and fair;

          (n)  The Company is not and, after giving
     effect to the offering and sale of the Shares,
     will not be an "investment company," or an entity
     "controlled" by an "investment company," as such
     terms are defined in the Investment Company Act of
     1940, as amended (the "Investment Company Act");

          (o)  Neither the Company nor any of its
     affiliates does business with the government of
     Cuba or with any person or affiliate located in
     Cuba within the meaning of Section 517.075,
     Florida Statutes;

          (p)  Deloitte & Touche LLP and
     Pricewaterhouse Coopers LLP, who have certified
     certain financial statements of the Company and
     its subsidiaries, are independent public
     accountants as required by the Act and the rules
     and regulations of the Commission thereunder;

          (q)  The pro forma balance sheets and pro
     forma statements of operations and the related
     notes thereto included in the Prospectus
     (collectively, the "pro forma financial
     statements") have been prepared in accordance with
     the applicable requirements of Rule 11-02 of
     Regulation S-X promulgated by the Commission; the
     assumptions used and described in the pro forma
     financial statements provide a reasonable basis
     for presenting the significant effects
     attributable to the transactions described
     therein; the pro forma adjustments contained in
     the pro forma financial statements give
     appropriate effect to such assumptions and include
     all adjustments necessary to present fairly the
     effects of such transactions; and the pro forma
     columns contained in the pro forma financial
     statements reflect the proper application of such
     adjustments to the historical financial amounts
     contained in the pro forma financial statements;

          (r)  Except as disclosed in the Prospectus,
     the Company has not been advised and has no reason
     to believe that either the Company or any of its
     subsidiaries is not conducting its business in
     compliance with all applicable statutes, rules,
     regulations and orders administered or issued by
     any governmental or regulatory authority in the
     jurisdictions in which it is conducting business,
     except where the failure to be in compliance would
     not materially adversely affect the business,
     consolidated financial position, stockholders'
     equity or results of operations of the Company and
     its subsidiaries, taken as a whole; and

          (s)  The Company has reviewed its operations
     and those of its Material Subsidiaries  and has
     requested from third parties with which the
     Company  or any of its Material Subsidiaries has a
     material relationship a certification of
     compliance, in order to evaluate the extent to
     which the business or operations of the Company
     and its Material Subsidiaries will be affected by
     the Year 2000 Problem. As a result of such review,
     the Company has no reason to believe and does not
     believe that the Year 2000 Problem will have a
     material adverse effect on the business,
     consolidated financial position, stockholders'
     equity or results of operations of the Company and
     its subsidiaries, taken as a whole.  The "Year
     2000 Problem" as used herein means any significant
     risk that computer hardware or software used in
     the receipt, transmission, processing,
     manipulation, storage, retrieval, retransmission
     or other utilization of data or in the operation
     of mechanical or electrical systems of any kind
     will not, in the case of dates or time periods
     occurring after December 31, 1999, function at
     least as effectively as in the case of dates or
     time periods occurring prior to January 1, 2000.

     3.   Upon the execution of the Pricing Agreement
applicable to any Designated Shares and authorization
by the Representatives of the release of the Firm
Shares, the several Underwriters propose to offer the
Firm Shares for sale upon the terms and conditions set
forth in the Prospectus as amended or supplemented.

     The Company may specify in the Pricing Agreement
applicable to any Designated Shares that the Company
thereby grants to the Underwriters the right (an
"Overallotment Option") to purchase at their election
up to the number of Optional Shares set forth in such
Pricing Agreement, on the terms set forth in the
paragraph above, for the sole purpose of covering
over-allotments in the sale of the Firm Shares.  Any
such election to purchase Optional Shares may be
exercised by written notice from the Representatives to
the Company, given within a period specified in the
Pricing Agreement, setting forth the aggregate number
of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as
determined by the Representatives but in no event
earlier than the First Time of Delivery (as defined in
Section 4 hereof) or, unless the Representatives and
the Company otherwise agree in writing, earlier than or
later than the respective number of business days after
the date of such notice set forth in such Pricing
Agreement.

     The number of Optional Shares to be added to the
number of Firm Shares to be purchased by each
Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall
be, in each case, the number of Optional Shares which
the Company has been advised by the Representatives
have been attributed to such Underwriter; provided
that, if the Company has not been so advised, the
number of Optional Shares to be so added shall be, in
each case, that proportion of Optional Shares which the
number of Firm Shares to be purchased by such
Underwriter under such Pricing Agreement bears to the
aggregate number of Firm Shares (rounded as the
Representatives may determine to the nearest 100
shares).  The total number of Designated Shares to be
purchased by all the Underwriters pursuant to such
Pricing Agreement shall be the aggregate number of Firm
Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares
which the Underwriters elect to purchase.

     4.   Certificates for the Firm Shares and the
Optional Shares to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in
the form specified in such Pricing Agreement and in
such authorized denominations and registered in such
names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall
be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter,
against payment by such Underwriter or on its behalf of
the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified by the
Company to the Representatives at least forty-eight
hours in advance as specified in such Pricing
Agreement, (i) with respect to the Firm Shares, all in
the manner and at the place and time and date specified
in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company
may agree upon in writing, such time and date being
herein called the "First Time of Delivery" and (ii)
with respect to the Optional Shares, if any, in the
manner and at the time and date specified by the
Representatives in the written notice given by the
Representatives of the Underwriters' election to
purchase such Optional Shares, or at such other time
and date as the Representatives and the Company may
agree upon in writing, such time and date, if not the
First Time of Delivery, herein called the "Second Time
of Delivery".  Each such time and date for delivery is
herein called a "Time of Delivery".

     5.   The Company agrees with each of the
Underwriters of any Designated Shares:

          (a)  To prepare the Prospectus as amended and
     supplemented in relation to the applicable
     Designated Shares in a form approved by the
     Representatives and to file such Prospectus
     pursuant to Rule 424(b) under the Act not later
     than the Commission's close of business on the
     second business day following the execution and
     delivery of the Pricing Agreement relating to the
     applicable Designated Shares or, if applicable,
     such earlier time as may be required by Rule
     424(b); to make no further amendment or any
     supplement to the Registration Statement or
     Prospectus as amended or supplemented after the
     date of the Pricing Agreement relating to such
     Shares and prior to any Time of Delivery for such
     Shares which shall be disapproved by the
     Representatives for such Shares promptly after
     reasonable notice thereof; to advise the
     Representatives promptly of any such amendment or
     supplement after any Time of Delivery for such
     Shares and furnish the Representatives with copies
     thereof; to file promptly all reports and any
     definitive proxy or information statements
     required to be filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14
     or 15(d) of the Exchange Act for so long as the
     delivery of a prospectus is required in connection
     with the offering or sale of such Shares, and
     during such same period to advise the
     Representatives, promptly after it receives notice
     thereof, of the time when any amendment to the
     Registration Statement has been filed or becomes
     effective or any supplement to the Prospectus or
     any amended Prospectus has been filed with the
     Commission, of the issuance by the Commission of
     any stop order or of any order preventing or
     suspending the use of any Preliminary Prospectus
     or Prospectus relating to the Shares, of the
     suspension of the qualification of such Shares for
     offering or sale in any jurisdiction, of the
     initiation or threatening of any proceeding for
     any such purpose, or of any request by the
     Commission for the amending or supplementing of
     the Registration Statement or Prospectus or for
     additional information; and, in the event of the
     issuance of any such stop order or of any such
     order preventing or suspending the use of any
     Registration Statement or the Prospectus relating
     to the Shares or suspending any such
     qualification, promptly to use its best efforts to
     obtain the withdrawal of such order;

          (b)  Promptly from time to time to take such
     action as the Representatives may reasonably
     request to qualify such Designated Shares for
     offering and sale under the securities laws of
     such jurisdictions as the Representatives may
     request and to comply with such laws so as to
     permit the continuance of sales and dealings
     therein in such jurisdictions for as long as may
     be necessary to complete the distribution of such
     Designated Shares, provided that in connection
     therewith the Company shall not be required to
     qualify as a foreign corporation or to file a
     general consent to service of process in any
     jurisdiction;

          (c)  Prior to 10:00 A.M., New York City time,
     on the New York Business Day next succeeding the
     date of any Pricing Agreement and from time to
     time to furnish the Underwriters with copies of
     the Prospectus as amended or supplemented, in New
     York City in such quantities as the
     Representatives may reasonably request, and, if
     the delivery of a prospectus is required at any
     time in connection with the offering or sale of
     the Shares and if at such time any event shall
     have occurred as a result of which the Prospectus
     as then amended or supplemented would include an
     untrue statement of a material fact or omit to
     state any material fact necessary in order to make
     the statements therein, in the light of the
     circumstances under which they were made when such
     Prospectus is delivered, not misleading, or, if
     for any other reason it shall be necessary during
     such same period to amend or supplement the
     Prospectus or to file under the Exchange Act any
     document incorporated by reference in the
     Prospectus in order to comply with the Act or the
     Exchange Act, to notify the Representatives and
     upon their request to file such document and to
     prepare and furnish without charge to each
     Underwriter and to any dealer in securities as
     many copies as the Representatives may from time
     to time reasonably request of an amended
     Prospectus or a supplement to the Prospectus which
     will correct such statement or omission or effect
     such compliance;

          (d)  To make generally available to its
     security holders as soon as practicable, but in
     any event not later than eighteen months after the
     effective date of the Registration Statement (as
     defined in Rule 158(c) under the Act), an earnings
     statement of the Company and its subsidiaries
     (which need not be audited) complying with Section
     11(a) of the Act and the rules and regulations of
     the Commission thereunder (including, at the
     option of the Company, Rule 158);

          (e)  During the period beginning from the
     date of the Pricing Agreement for such Designated
     Shares and continuing to and including the date 90
     days after the date of the Pricing Agreement, not
     to offer, sell, contract to sell or otherwise
     dispose of, except as provided hereunder, any
     securities of the Company that are substantially
     similar to the Designated Shares, including but
     not limited to any securities that are convertible
     into or exchangeable for, or that represent the
     right to receive, Shares or any such substantially
     similar securities (other than pursuant to
     employee stock option plans existing on, or upon
     the conversion or exchange of convertible or
     exchangeable securities outstanding as of, the
     date of the Pricing Agreement for such Designated
     Shares) without the prior written consent of the
     Representatives;

          (f)  If the Company elects to rely upon Rule
     462(b), the Company shall file a Rule 462(b)
     Registration Statement with the Commission in
     compliance with Rule 462(b) by 10:00 P.M.,
     Washington, D.C. time, on the date of this
     Agreement, and the Company shall at the time of
     filing either pay the Commission the filing fee
     for the Rule 462(b) Registration Statement or give
     irrevocable instructions for the payment of such
     fee pursuant to Rule 111(b) under the Act;

          (g)  During a period of three years from the
     date hereof, to furnish (unless otherwise publicly
     available on Edgar) to the Representatives copies
     of all reports or other communications (financial
     or other) furnished to shareholders of the
     Company, and to deliver to the Representatives (i)
     as soon as practicable after they are available,
     copies of any reports and financial statements
     furnished to or filed with the Commission or any
     securities exchange (other than filings made on a
     confidential basis) on which the Shares or any
     class of securities of the Company is listed; and
     (ii) such additional information concerning the
     business and financial condition of the Company as
     the Representatives may from time to time
     reasonably request (such financial statements to
     be on a consolidated basis to the extent the
     accounts of the Company and its subsidiaries are
     consolidated in reports furnished to its
     shareholders generally or to the Commission); and

          (h)  To use the net proceeds received by it
     from the sale of the Shares pursuant to this
     Agreement and any Pricing Agreement in the manner
     specified in the Prospectus under the caption "Use
     of Proceeds."

     6.   The Company covenants and agrees with the
several Underwriters that the Company will pay or cause
to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants
in connection with the registration of the Shares under
the Act and all other expenses in connection with the
preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and
the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Blue Sky
Memorandum, closing documents (including compilations
thereof) and any other documents in connection with the
offering, purchase, sale and delivery of the Shares;
(iii) all expenses in connection with the qualification
of the Shares for offering and sale under state
securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and
in connection with the Blue Sky survey(s); (iv) the
cost of preparing certificates for the Shares; (v) the
cost and charges of any transfer agent or registrar or
dividend disbursing agent; and (vi) all other costs and
expenses incident to the performance of its obligations
hereunder and under any Overallotment Options which are
not otherwise specifically provided for in this
Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer
taxes on resale of any of the Shares by them, and any
advertising expenses connected with any offers they may
make.

     7.   The obligations of the Underwriters of any
Designated Shares under the Pricing Agreement relating
to such Designated Shares shall be subject, in the
discretion of the Representatives, to the condition
that all representations and warranties and other
statements of the Company in or incorporated by
reference in the Pricing Agreement relating to such
Designated Shares are, at and as of each Time of
Delivery for such Designated Shares, true and correct,
the condition that the Company shall have performed all
of its obligations hereunder theretofore to be
performed, and the following additional conditions:

          (a)  The Prospectus as amended or
     supplemented in relation to such Designated Shares
     shall have been filed with the Commission pursuant
     to Rule 424(b) within the applicable time period
     prescribed for such filing by the rules and
     regulations under the Act and in accordance with
     Section 5(a) hereof; if the Company has elected to
     rely upon Rule 462(b), the Rule 462(b)
     Registration Statement shall have become effective
     by 10:00 P.M., Washington, D.C. time, on the date
     of this Agreement; no stop order suspending the
     effectiveness of the Registration Statement or any
     part thereof shall have been issued and no
     proceeding for that purpose shall have been
     initiated or threatened by the Commission; and all
     requests for additional information on the part of
     the Commission shall have been complied with to
     the Representatives' reasonable satisfaction;

          (b)  Dorsey & Whitney LLP, counsel for the
     Underwriters, shall have furnished to the
     Representatives such opinion or opinions, dated
     the Time of Delivery for such Designated Shares,
     with respect to the Designated Shares, this
     Agreement, the Pricing Agreement, the Registration
     Statement and the Prospectus as well as such other
     related matters as the Representatives may
     reasonably request, and such counsel shall have
     received such papers and information as they may
     reasonably request to enable them to pass upon
     such matters;

          (c)  Louis. L. Ainsworth, Senior Vice
     President and General Counsel of the Company,
     shall have furnished to the Representatives his
     written opinion or opinions, dated the Time of
     Delivery for such Designated Securities, as to the
     matters set forth in Annex I hereto and in form
     and substance satisfactory to the Representatives.

          (d)  Henson & Efron, P.A., counsel for the
     Company, shall have furnished to the
     Representatives their written opinions, dated the
     Time of Delivery for such Designated Shares, as to
     the matters set forth in Annex II hereto and in
     form and substance satisfactory to the
     Representatives.

          (e)  On the date of the Pricing Agreement for
     such Designated Shares and at each Time of
     Delivery for such Designated Securities, the
     independent accountants of the Company who have
     certified the financial statements of the Company
     and its subsidiaries included or incorporated by
     reference in the Registration Statement shall have
     furnished to Goldman, Sachs & Co., on behalf of
     the underwriters, a letter, dated the date of this
     Agreement, and a letter dated such Time of
     Delivery, respectively, to the effect set forth in
     Annex IV, and with respect to such letter dated
     such Time of Delivery, as to such other matters as
     the Representatives may reasonably request and in
     form and substance satisfactory to the
     Representatives;

          (f)  (i)  Neither the Company nor any of its
     subsidiaries shall have sustained since the date
     of the latest audited financial statements
     included or incorporated by reference in the
     Prospectus as amended prior to the date of the
     Pricing Agreement relating to the Designated
     Shares any loss or interference with its business
     from fire, explosion, flood or other calamity,
     whether or not covered by insurance, or from any
     labor dispute or court or governmental action,
     order or decree, otherwise than as set forth or
     contemplated in the Prospectus as amended prior to
     the date of the Pricing Agreement relating to the
     Designated Shares, and (ii) since the respective
     dates as of which information is given in the
     Prospectus as amended prior to the date of the
     Pricing Agreement relating to the Designated
     Shares there shall not have been any change in the
     capital stock (other than pursuant to the
     Company's employee and director stock option
     plans) or increase in short-term or long-term debt
     of the Company or any of its subsidiaries in
     excess of 5% of  total debt of the Company and its
     subsidiaries, taken as a whole, computed in
     accordance with generally accepted accounting
     principles, or any change, or any development
     involving a prospective change, in or affecting
     the general affairs, management, financial
     position, shareholders' equity or results of
     operations of the Company and its subsidiaries,
     otherwise than as set forth or contemplated in the
     Prospectus as amended or supplemented prior to the
     date of the Pricing Agreement relating to the
     Designated Shares, the effect of which, in any
     such case described in clause (i) or (ii), is in
     the judgment of the Representatives so material
     and adverse as to make it impracticable or
     inadvisable to proceed with the public offering or
     the delivery of the Designated Shares on the terms
     and in the manner contemplated in the Prospectus
     as amended relating to the Designated Shares;

          (g)  On or after the date of the Pricing
     Agreement relating to the Designated Shares (i) no
     downgrading shall have occurred in the rating
     accorded the Company's debt securities or
     preferred stock by any "nationally recognized
     statistical rating organization", as that term is
     defined by the Commission for purposes of Rule
     436(g)(2) under the Act, and (ii) no such
     organization shall have publicly announced that it
     has under surveillance or review, with possible
     negative implications, its rating of any of the
     Company's debt securities or preferred stock;

          (h)  On or after the date of the Pricing
     Agreement relating to the Designated Shares there
     shall not have occurred any of the following: (i)
     a suspension or material limitation in trading in
     securities generally on the New York Stock
     Exchange; (ii) a suspension or material limitation
     in trading in the Company's securities on the New
     York Stock Exchange; (iii) a general moratorium on
     commercial banking activities declared by either
     Federal or New York State authorities; (iv) the
     outbreak or escalation of hostilities involving
     the United States or the declaration by the United
     States of a national emergency or war, if the
     effect of any such event specified in this clause
     (iv) in the judgment of the Representatives makes
     it impracticable or inadvisable to proceed with
     the public offering or the delivery of the Firm
     Shares or Optional Shares or both on the terms and
     in the manner contemplated in the Prospectus as
     first amended or supplemented relating to the
     Designated Shares; or (v) the occurrence of any
     material adverse change in the existing financial,
     political or economic condition in the United
     States or elsewhere which, in the judgment of the
     Representatives would materially and adversely
     affect the financial markets for the Shares;

          (i)  The Shares at each Time of Delivery
     shall have been duly listed on the New York Stock
     Exchange;

          (j)  The Company shall have complied with the
     provisions of Section 5(c) hereof with respect to
     the furnishing of prospectuses on the business day
     next succeeding the date of the Pricing Agreement
     relating to such Designated Shares; and

          (k)  The Company shall have furnished or
     caused to be furnished to the Representatives at
     the Time of Delivery for the Designated Shares
     certificates of officers of the Company
     satisfactory to the Representatives as to the
     accuracy of the representations and warranties of
     the Company herein at and as of such Time of
     Delivery, as to the performance by the Company of
     all of its obligations hereunder to be performed
     at or prior to such Time of Delivery, as to the
     matters set forth in subsections (a) and (f) of
     this Section and as to such other matters as the
     Representatives may reasonably request.

     8.   (a)  The Company will indemnify and hold
     harmless each Underwriter against any losses,
     claims, damages or liabilities, joint or several,
     to which such Underwriter may become subject,
     under the Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions
     in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of
     a material fact contained in any Preliminary
     Prospectus, any preliminary prospectus supplement,
     the Registration Statement, the Prospectus as
     amended or supplemented and any other prospectus
     relating to the Shares, or any amendment or
     supplement thereto, or arise out of or are based
     upon the omission or alleged omission to state
     therein a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading, and will reimburse each
     Underwriter for any legal or other expenses
     reasonably incurred by such Underwriter in
     connection with investigating or defending any
     such action or claim as such expenses are
     incurred; provided, however, that the Company
     shall not be liable in any such case to the extent
     that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement
     or alleged untrue statement or omission or alleged
     omission made in any Preliminary Prospectus, any
     preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Shares, or any such amendment or supplement
     in reliance upon and in conformity with written
     information furnished to the Company by any
     Underwriter of Designated Shares through the
     Representatives expressly for use in the
     Prospectus as amended or supplemented relating to
     such Shares.

          (b)  Each Underwriter will indemnify and hold
     harmless the Company against any losses, claims,
     damages or liabilities to which the Company may
     become subject, under the Act or otherwise,
     insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise
     out of or are based upon an untrue statement or
     alleged untrue statement of a material fact
     contained in any Preliminary Prospectus, any
     preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Shares, or any amendment or supplement
     thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a
     material fact required to be stated therein or
     necessary to make the statements therein not
     misleading, in each case to the extent, but only
     to the extent, that such untrue statement or
     alleged untrue statement or omission or alleged
     omission was made in any Preliminary Prospectus,
     any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Shares, or any such amendment or supplement
     in reliance upon and in conformity with written
     information furnished to the Company by such
     Underwriter through the Representatives expressly
     for use therein; and will reimburse the Company
     for any legal or other expenses reasonably
     incurred by the Company in connection with
     investigating or defending any such action or
     claim as such expenses are incurred.

          (c)  Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of notice
     of the commencement of any action, such
     indemnified party shall, if a claim in respect
     thereof is to be made against the indemnifying
     party under such subsection, notify the
     indemnifying party in writing of the commencement
     thereof; but the omission so to notify the
     indemnifying party shall not relieve it from any
     liability which it may have to any indemnified
     party otherwise than under such subsection.  In
     case any such action shall be brought against any
     indemnified party and it shall notify the
     indemnifying party of the commencement thereof,
     the indemnifying party shall be entitled to
     participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying
     party similarly notified, to assume the defense
     thereof, with counsel reasonably satisfactory to
     such indemnified party (who shall not, except with
     the consent of the indemnified party, be counsel
     to the indemnifying party), and, after notice from
     the indemnifying party to such indemnified party
     of its election so to assume the defense thereof,
     the indemnifying party shall not be liable to such
     indemnified party under such subsection for any
     legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by
     such indemnified party, in connection with the
     defense thereof other than reasonable costs of
     investigation.  No indemnifying party shall,
     without the written consent of the indemnified
     party, effect the settlement or compromise of, or
     consent to the entry of any judgment with respect
     to, any pending or threatened action or claim in
     respect of which indemnification or contribution
     may be sought hereunder (whether or not the
     indemnified party is an actual or potential party
     to such action or claim) unless such settlement,
     compromise or judgment (i) includes an
     unconditional release of the indemnified party
     from all liability arising out of such action or
     claim and (ii) does not include any statement as
     to or an admission of fault, culpability or a
     failure to act, by or on behalf of any indemnified
     party.  No indemnifying party shall be liable
     under Sections (a) or (b) above for any settlement
     of any claim or action effected without its
     consent, which consent will not be unreasonably
     withheld.

          (d)  If the indemnification provided for in
     this Section 8 is unavailable to or insufficient
     to hold harmless an indemnified party under
     subsection (a) or (b) above in respect of any
     losses, claims, damages or liabilities (or actions
     in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a
     result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the
     relative benefits received by the Company on the
     one hand and the Underwriters of the Designated
     Shares on the other from the offering of the
     Designated Shares to which such loss, claim,
     damage or liability (or action in respect thereof)
     relates.  If, however, the allocation provided by
     the immediately preceding sentence is not
     permitted by applicable law or if the indemnified
     party failed to give the notice required under
     subsection (c) above, then each indemnifying party
     shall contribute to such amount paid or payable by
     such indemnified party in such proportion as is
     appropriate to reflect not only such relative
     benefits but also the relative fault of the
     Company on the one hand and the Underwriters of
     the Designated Shares on the other in connection
     with the statements or omissions which resulted in
     such losses, claims, damages or liabilities (or
     actions in respect thereof), as well as any other
     relevant equitable considerations.  The relative
     benefits received by the Company on the one hand
     and such Underwriters on the other shall be deemed
     to be in the same proportion as the total net
     proceeds from such offering (before deducting
     expenses) received by the Company bear to the
     total underwriting discounts and commissions
     received by such Underwriters.  The relative fault
     shall be determined by reference to, among other
     things, whether the untrue or alleged untrue
     statement of a material fact or the omission or
     alleged omission to state a material fact relates
     to information supplied by the Company on the one
     hand or such Underwriters on the other and the
     parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent
     such statement or omission.  The Company and the
     Underwriters agree that it would not be just and
     equitable if contributions pursuant to this
     subsection (d) were determined by pro rata
     allocation (even if the Underwriters were treated
     as one entity for such purpose) or by any other
     method of allocation which does not take account
     of the equitable considerations referred to above
     in this subsection (d).  The amount paid or
     payable by an indemnified party as a result of the
     losses, claims, damages or liabilities (or actions
     in respect thereof) referred to above in this
     subsection (d) shall be deemed to include any
     legal or other expenses reasonably incurred by
     such indemnified party in connection with
     investigating or defending any such action or
     claim.  Notwithstanding the provisions of this
     subsection (d), no Underwriter shall be required
     to contribute any amount in excess of the amount
     by which the total price at which the applicable
     Designated Shares underwritten by it and
     distributed to the public were offered to the
     public exceeds the amount of any damages which
     such Underwriter has otherwise been required to
     pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission.  No
     person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(f) of the Act)
     shall be entitled to contribution from any person
     who was not guilty of such fraudulent
     misrepresentation.  The obligations of the
     Underwriters of Designated Shares in this
     subsection (d) to contribute are several in
     proportion to their respective underwriting
     obligations with respect to such Shares and not
     joint.

          (e)  The obligations of the Company under
     this Section 8 shall be in addition to any
     liability which the Company may otherwise have and
     shall extend, upon the same terms and conditions,
     to each person, if any, who controls any
     Underwriter within the meaning of the Act; and the
     obligations of the Underwriters under this Section
     8 shall be in addition to any liability which the
     respective Underwriters may otherwise have and
     shall extend, upon the same terms and conditions,
     to each officer and director of the Company and to
     each person, if any, who controls the Company
     within the meaning of the Act.

     9.   (a)  If any Underwriter shall default in its
     obligation to purchase the Firm Shares or Optional
     Shares which it has agreed to purchase under the
     Pricing Agreement relating to such Shares, the
     Representatives may in their discretion arrange
     for themselves or another party or other parties
     to purchase such Shares on the terms contained
     herein.  If within thirty-six hours after such
     default by any Underwriter the Representatives do
     not arrange for the purchase of such Firm Shares
     or Optional Shares, as the case may be, then the
     Company shall be entitled to a further period of
     thirty-six hours within which to procure another
     party or other parties satisfactory to the
     Representatives to purchase such Shares on such
     terms.  In the event that, within the respective
     prescribed period, the Representatives notify the
     Company that they have so arranged for the
     purchase of such Shares, or the Company notifies
     the Representatives that it has so arranged for
     the purchase of such Shares, the Representatives
     or the Company shall have the right to postpone a
     Time of Delivery for such Shares for a period of
     not more than seven days, in order to effect
     whatever changes may thereby be made necessary in
     the Registration Statement or the Prospectus as
     amended or supplemented, or in any other documents
     or arrangements, and the Company agrees to file
     promptly any amendments or supplements to the
     Registration Statement or the Prospectus which in
     the opinion of the Representatives may thereby be
     made necessary.  The term "underwriter" as used in
     this Agreement shall include any person
     substituted under this Section with like effect as
     if such person had originally been a party to the
     Pricing Agreement with respect to such Designated
     Shares.

          (b)  If, after giving effect to any
     arrangements for the purchase of the Firm Shares
     or Optional Shares, as the case may be, of a
     defaulting Underwriter or Underwriters by the
     Representatives and the Company as provided in
     subsection (a) above, the aggregate number of such
     Shares which remains unpurchased does not exceed
     one-eleventh of the aggregate number of the Firm
     Shares or Optional Shares, as the case may be, to
     be purchased at the respective Time of Delivery,
     then the Company shall have the right to require
     each non-defaulting Underwriter to purchase the
     number of Firm Shares or Optional Shares, as the
     case may be, which such Underwriter agreed to
     purchase under the Pricing Agreement relating to
     such Designated Shares and, in addition, to
     require each non-defaulting Underwriter to
     purchase its pro rata share (based on the number
     of Firm Shares or Optional Shares, as the case may
     be, which such Underwriter agreed to purchase
     under such Pricing Agreement) of the Firm Shares
     or Optional Shares, as the case may be, of such
     defaulting Underwriter or Underwriters for which
     such arrangements have not been made; but nothing
     herein shall relieve a defaulting Underwriter from
     liability for its default.

          (c)  If, after giving effect to any
     arrangements for the purchase of the Firm Shares
     or Optional Shares, as the case may be, of a
     defaulting Underwriter or Underwriters by the
     Representatives and the Company as provided in
     subsection (a) above, the aggregate number of Firm
     Shares or Optional Shares, as the case may be,
     which remains unpurchased exceeds one-eleventh of
     the aggregate number of the Firm Shares or
     Optional Shares, as the case may be, to be
     purchased at the respective Time of Delivery, as
     referred to in subsection (b) above, or if the
     Company shall not exercise the right described in
     subsection (b) above to require non-defaulting
     Underwriters to purchase Firm Shares or Optional
     Shares, as the case may be, of a defaulting
     Underwriter or Underwriters, then the Pricing
     Agreement relating to such Firm Shares or the
     Over-allotment Option relating to such Optional
     Shares, as the case may be, shall thereupon
     terminate, without liability on the part of any
     non-defaulting Underwriter or the Company, except
     for the expenses to be borne by the Company and
     the Underwriters as provided in Section 6 hereof
     and the indemnity and contribution agreements in
     Section 8 hereof; but nothing herein shall relieve
     a defaulting Underwriter from liability for its
     default.

     10.  The respective indemnities, agreements,
representations, warranties and other statements of the
Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain
in full force and effect, regardless of any
investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the
Company, and shall survive delivery of and payment for
the Shares.

     11.  If any Pricing Agreement or Overallotment
Option shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any
liability to any Underwriter with respect to the Firm
Shares or Optional Shares with respect to which such
Pricing Agreement shall have been terminated except as
provided in Sections 6 and 8 hereof; but, if for any
other reason, Designated Shares are not delivered by or
on behalf of the Company as provided herein, the
Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase,
sale and delivery of such Designated Shares, but the
Company shall then be under no further liability to any
Underwriter with respect to such Designated Shares
except as provided in Sections 6 and 8 hereof.

     12.  In all dealings hereunder, the
Representatives of the Underwriters of Designated
Shares shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by
such Representatives jointly or by such of the
Representatives, if any, as may be designated for such
purpose in the Pricing Agreement.

     All statements, requests, notices and agreements
hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the
Representatives as set forth in the Pricing Agreement;
and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of
the Company set forth in the Registration Statement,
Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address
will be supplied to the Company by the Representatives
upon request.  Any such statements, requests, notices
or agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement
shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and
directors of the Company and each person who controls
the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement or any such
Pricing Agreement.  No purchaser of any of the Shares
from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.

     14.  Time shall be of the essence of each Pricing
Agreement.  As used herein, the term "business day"
shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15.  This Agreement and each Pricing Agreement
shall be governed by and construed in accordance with
the laws of the State of New York.

     16.  This Agreement and each Pricing Agreement may
be executed by any one or more of the parties hereto
and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
respective counterparts shall together constitute one
and the same instrument.


     If the foregoing is in accordance with your
understanding, please sign and return to us five
counterparts hereof.

                                   Very truly yours,

                                   Pentair, Inc.



                                    By:
                                    Name:
                                    Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.


By:
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters






                                                          ANNEX I


          Louis L. Ainsworth, Esq., General Counsel of
the Company, shall have furnished to the
Representatives his opinion, dated the Time of Delivery
for such Designated Securities, in form and substance
satisfactory to the Representatives, to the effect
that:

          (i)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus as amended or
     supplemented;

          (ii) The Company has an authorized
     capitalization as set forth in the Prospectus as
     amended or supplemented, and all of the issued
     shares of capital stock of the Company (including
     the Designated Securities) have been duly and
     validly authorized and issued and are fully paid
     and non-assessable;

          (iii)     To the best of such counsel's
     knowledge and other than as set forth in the
     Prospectus, there are no legal or governmental
     proceedings pending to which the Company or any of
     its subsidiaries is a party or of which any
     property of the Company or any of its subsidiaries
     is the subject which will, in such counsel's
     reasonable belief, individually or in the
     aggregate, have a material adverse effect on the
     business, consolidated financial position,
     stockholders' equity or results of operations of
     the Company and its subsidiaries taken as a whole;
     and, to the best of such counsel's knowledge, no
     such proceedings are threatened by governmental
     authorities or threatened by others;

          (iv) This Agreement and the Pricing Agreement
     with respect to the Designated Securities have
     been duly authorized, executed and delivered by
     the Company;

          (v)  The issue and sale of the Designated
     Securities and the compliance by the Company with
     all of the provisions of the Designated
     Securities, the Indenture, this Agreement and the
     Pricing Agreement with respect to the Designated
     Securities and the consummation of the
     transactions herein and therein contemplated will
     not (i) conflict with or result in a breach or
     violation of any of the terms or provisions of, or
     constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other
     agreement or instrument known to such counsel to
     which the Company or any of its Material
     Subsidiaries is a party or by which the Company or
     any of its Material Subsidiaries is bound or to
     which any of the property or assets of the Company
     or any of its Material Subsidiaries is subject;
     (ii) result in any violation of the provisions of
     the Articles of Incorporation or By-laws of the
     Company or any of its Material Subsidiaries; or
     (iii) result in a violation of any statute or any
     order, rule or regulation known to such counsel
     and applicable to the Company or any of its
     Material Subsidiaries or any of their respective
     properties of any court or governmental agency or
     body having jurisdiction over the Company or any
     of its Material Subsidiaries or any of their
     respective properties (except that such counsel
     need express no opinion with respect to state
     securities laws or Blue Sky laws with respect to
     this paragraph) (and that such opinion shall not
     extend to compliance with the anti-fraud
     provisions of federal or state securities laws);
     except in the case of clauses (i) and (iii) of
     this paragraph, for such conflicts, breaches,
     violations and defaults as are not reasonably
     likely, individually or in the aggregate, to have
     a material adverse effect on the business,
     consolidated financial position, stockholders'
     equity, results of operations, business or
     prospects of the Company and its subsidiaries,
     taken as a whole;

          (vi) The documents incorporated by reference
     in the Prospectus as amended or supplemented
     (other than the financial statements and related
     schedules therein, as to which such counsel need
     express no opinion), when they became effective or
     were filed with the Commission, as the case may
     be, complied as to form in all material respects
     with the requirements of the Act or the Exchange
     Act, as applicable, and the rules and regulations
     of the Commission thereunder; and such counsel has
     no reason to believe that any of such documents,
     when they became effective or were so filed, as
     the case may be, contained, in the case of a
     registration statement which became effective
     under the Act, an untrue statement of a material
     fact or omitted to state a material fact required
     to be stated therein or necessary to make the
     statements therein not misleading, or, in the case
     of other documents which were filed under the Act
     or the Exchange Act with the Commission, an untrue
     statement of a material fact or omitted to state a
     material fact necessary in order to make the
     statements therein, in the light of the
     circumstances under which they were made when such
     documents were so filed, not misleading;

          (vii)     The statements set forth in the
     Prospectus under the caption "Description of
     Common Stock, Preferred Stock and Rights Plan,"
     insofar as they purport to constitute a summary of
     the terms of the Designated Securities, and under
     the captions "Plan of Distribution" and
     "Underwriting," insofar as they purport to
     describe the provisions of the laws and documents
     referred to therein, are accurate, complete and
     fair;

          (viii)    Neither the Company nor any of its
     subsidiaries is in violation of its By-laws or
     Articles of Incorporation or in default in the
     performance or observance of any material
     obligation, agreement, covenant or condition
     contained in any contract, indenture, mortgage,
     loan agreement, note, lease or other instrument to
     which it is a party or by which it or any of its
     properties may be bound; and

          (ix)  The Registration Statement and the
     Prospectus as amended or supplemented and any
     further amendments and supplements thereto made by
     the Company prior to the Time of Delivery for the
     Designated Securities (other than the financial
     statements and related schedules therein, as to
     which such counsel need express no opinion) comply
     as to form in all material respects with the
     requirements of the Act and the rules and
     regulations thereunder; although they do not
     assume any responsibility for the accuracy,
     completeness or fairness of the statements
     contained in the Registration Statement or the
     Prospectus, except for those referred to in the
     opinion in subsection (vii) hereof, such counsel
     has no reason to believe that, as of its effective
     date, the Registration Statement or any further
     amendment thereto made by the Company prior to the
     Time of Delivery (other than the financial
     statements, including the notes thereto, and
     related schedules therein, as to which such
     counsel need express no opinion) contained an
     untrue statement of a material fact or omitted to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading or that, as of its date,
     the Prospectus or any further amendment or
     supplement thereto made by the Company prior to
     the Time of Delivery (other than the financial
     statements, including the notes thereto, and
     related schedules therein, as to which such
     counsel need express no opinion) contained an
     untrue statement of a material fact or omitted to
     state a material fact necessary to make the
     statements therein, in the light of the
     circumstances under which they were made, not
     misleading or that, as of the Time of Delivery,
     either the Registration Statement or the
     Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omits to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not
     misleading; and they do not know of any amendment
     to the Registration Statement required to be filed
     or any contracts or other documents of a character
     required to be filed as an exhibit to the
     Registration Statement or required to be
     incorporated by reference into the Prospectus as
     amended or supplemented or required to be
     described in the Registration Statement or the
     Prospectus as amended or supplemented which are
     not filed or incorporated by reference or
     described as required.




                                                         ANNEX II



          Henson & Efron, P.A., counsel for the
Company, shall have furnished to the Representatives
their written opinion, dated the Time of Delivery for
such Designated Securities, in form and substance
satisfactory to the Representatives, to the effect
that:

          (i)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus as amended or
     supplemented;

          (ii) The Company has an authorized
     capitalization as set forth in the Prospectus as
     amended or supplemented, and all of the issued
     shares of capital stock of the Company (including
     the Designated Securities) have been duly and
     validly authorized and issued and are fully paid
     and non-assessable;

          (iii)  This Agreement and
     the Pricing Agreement with respect to the
     Designated Securities have been duly authorized,
     executed and delivered by the Company;

          (iv) No consent, approval, authorization,
     order, registration or qualification of or with
     any court or governmental agency or body is
     required to be made by the Company for the issue
     and sale of the Designated Securities or the
     consummation by the Company of the transactions
     contemplated by this Agreement, such Pricing
     Agreement or the Indenture, except such as have
     been obtained under the Act and the Trust
     Indenture Act and such consents, approvals,
     authorizations, orders, registrations or
     qualifications as may be required under state
     securities or Blue Sky laws (as to the
     applicability of which no opinion need be
     expressed) in connection with the purchase and
     distribution of the Designated Securities by the
     Underwriters;

          (v)  The statements set forth in the
     Prospectus under the caption "Description of
     Common Stock, Preferred Stock and Rights Plan" and
     the description of the Company's Common Stock
     incorporated by reference in the Prospectus,
     insofar as they purport to constitute a summary of
     the terms of the Designated Securities, and under
     the captions "Plan of Distribution" and
     "Underwriting," insofar as they purport to
     summarize the provisions of the laws and documents
     referred to therein, are accurate summaries and
     fairly present the information called for with
     respect to such matters;

          (vi) The Company is not an "investment
     company," or an entity "controlled" by an
     "investment company," as such term is defined in
     the Investment Company Act;

          (vii) The issue and sale
     of the Designated Securities and the compliance by
     the Company with all of the provisions of the
     Designated Securities, the Indenture, this
     Agreement and the Pricing Agreement with respect
     to the Designated Securities and the consummation
     of the transactions herein and therein
     contemplated will not (i) conflict with or result
     in a breach or violation of any of the terms or
     provisions of, or constitute a default under, any
     indenture, mortgage, deed of trust, loan agreement
     or other agreement or instrument known to such
     counsel to which the Company or any of its
     Material Subsidiaries is a party or by which the
     Company or any of its Material Subsidiaries is
     bound or to which any of the property or assets of
     the Company or any of its Material Subsidiaries is
     subject; (ii) result in any violation of the
     provisions of the Articles of Incorporation or By-
     laws of the Company or any of its Material
     Subsidiaries incorporated within the United
     States; or (iii) result in a violation of any
     statute or any order, rule or regulation known to
     such counsel and applicable to the Company or any
     of its Material Subsidiaries or any of their
     respective properties of any court or governmental
     agency or body having jurisdiction over the
     Company or any of its Material Subsidiaries or any
     of their respective properties (except that such
     counsel need express no opinion with respect to
     state securities laws or Blue Sky laws with
     respect to this paragraph) (and that such opinion
     shall not extend to compliance with the anti-fraud
     provisions of federal or state securities laws);
     except in the case of clauses (i) and (iii) of
     this paragraph, for such conflicts, breaches,
     violations and defaults as are not reasonably
     likely, individually or in the aggregate, to have
     a material adverse effect on the business,
     consolidated financial position, stockholders'
     equity, results of operations, business or
     prospects of the Company and its subsidiaries,
     taken as a whole.  In rendering the opinion set
     forth in clause (i) of this paragraph, we have,
     with your approval, relied without investigation,
     on a certificate of the Treasurer of the Company,
     which includes calculations of the Company, as to
     the Company's compliance with the financial ratios
     and tests, which certificate is attached hereto;

          (viii)  The documents incorporated by
     reference in the Prospectus as amended or
     supplemented (other than the financial statements
     and related schedules therein, as to which such
     counsel need express no opinion), when they became
     effective or were filed with the Commission, as
     the case may be, complied as to form in all
     material respects with the requirements of the Act
     or the Exchange Act, as applicable, and the rules
     and regulations of the Commission thereunder; and
     nothing has come to such counsel's attention that
     causes it to believe that any of such documents,
     when they became effective or were so filed, as
     the case may be, contained, in the case of a
     registration statement which became effective
     under the Act, an untrue statement of a material
     fact or omitted to state a material fact required
     to be stated therein or necessary to make the
     statements therein not misleading, or, in the case
     of other documents which were filed under the Act
     or the Exchange Act with the Commission, an untrue
     statement of a material fact or omitted to state a
     material fact necessary in order to make the
     statements therein, in the light of the
     circumstances under which they were made when such
     documents were so filed, not misleading; and

          (ix)  The Registration Statement and the
     Prospectus as amended or supplemented and any
     further amendments and supplements thereto made by
     the Company prior to the Time of Delivery for the
     Designated Securities (other than the financial
     statements and related schedules therein, as to
     which such counsel need express no opinion) comply
     as to form in all material respects with the
     requirements of the Act and the rules and
     regulations thereunder; although they do not
     assume any responsibility for the accuracy,
     completeness or fairness of the statements
     contained in the Registration Statement or the
     Prospectus and nothing has come to such counsel's
     attention that causes it to believe that as of its
     effective date, the Registration Statement or any
     further amendment thereto made by the Company
     prior to the Time of Delivery (other than the
     financial statements, including the notes thereto,
     and related schedules therein, as to which such
     counsel need express no opinion) contained an
     untrue statement of a material fact or omitted to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading or that, as of its date,
     the Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements, including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omitted to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not
     misleading or that, as of the Time of Delivery,
     either the Registration Statement or the
     Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omits to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not
     misleading; and they do not know of any amendment
     to the Registration Statement required to be filed
     or any contracts or other documents of a character
     required to be filed as an exhibit to the
     Registration Statement or required to be
     incorporated by reference into the Prospectus as
     amended or supplemented or required to be
     described in the Registration Statement or the
     Prospectus as amended or supplemented which are
     not filed or incorporated by reference or
     described as required.




                                                        ANNEX III

                   Pricing Agreement

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.
  As Representatives of the Several
  Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
                                               September 29, 1999

Ladies and Gentlemen:

          Pentair,  Inc., a Minnesota corporation  (the
"Company"),   proposes,  subject  to  the   terms   and
conditions   stated  herein  and  in  the  Underwriting
Agreement,  dated September 29, 1999 (the "Underwriting
Agreement"),  between the Company on the one  hand  and
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Banc
of  America  Securities  LLC  and  U.S.  Bancorp  Piper
Jaffray  Inc. on the other hand, to issue and  sell  to
the  Underwriters  named  in  Schedule  I  hereto  (the
"Underwriters")  the Shares specified  in  Schedule  II
hereto  (the  "Designated Shares"  consisting  of  Firm
Shares  and  any  Optional Shares the Underwriters  may
elect  to  purchase).  Each of the  provisions  of  the
Underwriting  Agreement  is  incorporated   herein   by
reference in its entirety, and shall be deemed to be  a
part  of  this Agreement to the same extent as if  such
provisions had been set forth in full herein; and  each
of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date
of   this   Pricing   Agreement,   except   that   each
representation  and  warranty  which  refers   to   the
Prospectus  in Section 2 of the Underwriting  Agreement
shall  be deemed to be a representation or warranty  as
of  the  date of the Underwriting Agreement in relation
to  the  Prospectus (as therein defined),  and  also  a
representation  and warranty as of  the  date  of  this
Pricing  Agreement  in relation to  the  Prospectus  as
amended  or  supplemented relating  to  the  Designated
Shares which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the
provisions    of   the   Underwriting   Agreement    so
incorporated by reference shall be deemed to  refer  to
you.  Unless otherwise defined herein, terms defined in
the  Underwriting Agreement are used herein as  therein
defined.   The  Representatives designated  to  act  on
behalf of the Representatives and on behalf of each  of
the  Underwriters of the Designated Shares pursuant  to
Section  12  of  the  Underwriting  Agreement  and  the
address  of  the Representatives referred  to  in  such
Section 12 are set forth in Schedule II hereto.

          An  amendment to the Registration  Statement,
or  a supplement to the Prospectus, as the case may be,
relating   to  the  Designated  Shares,  in  the   form
heretofore delivered to you is now proposed to be filed
with the Commission.

          Subject to the terms and conditions set forth
herein  and  in the Underwriting Agreement incorporated
herein  by reference, (a) the Company agrees  to  issue
and  sell to each of the Underwriters, and each of  the
Underwriters  agrees, severally  and  not  jointly,  to
purchase from the Company, at the time and place and at
the  purchase  price to the Underwriters set  forth  in
Schedule II hereto, the number of Firm Shares set forth
opposite  the  name of such Underwriter in  Schedule  I
hereto and, (b) in the event and to the extent that the
Underwriters  shall exercise the election  to  purchase
Optional Shares, as provided below, the Company  agrees
to issue and sell to each of the Underwriters, and each
of  the Underwriters agrees, severally and not jointly,
to  purchase from the Company at the purchase price  to
the  Underwriters set forth in Schedule II hereto  that
portion  of the number of Optional Shares as  to  which
such election shall have been exercised.

          The  Company  hereby grants to  each  of  the
Underwriters the right to purchase at their election up
to the number of Optional Shares set forth opposite the
name  of such Underwriter in Schedule I hereto  on  the
terms  referred to in the paragraph above for the  sole
purpose of covering Overallotments in the sale  of  the
Firm  Shares.   Any such election to purchase  Optional
Shares  may  be  exercised by written notice  from  the
Representatives to the Company given within a period of
30  calendar  days  after  the  date  of  this  Pricing
Agreement,  setting  forth  the  aggregate  number   of
Optional  Shares to be purchased and the date on  which
such Optional Shares are to be delivered, as determined
by  the  Representatives, but in no event earlier  than
the   First   Time   of   Delivery   or,   unless   the
Representatives  and  the Company  otherwise  agree  in
writing, no earlier than two or later than ten business
days after the date of such notice.

          If  the foregoing is in accordance with  your
understanding,  please  sign  and  return  to  us   six
counterparts hereof, and upon acceptance hereof by you,
on  behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of the
Underwriting   Agreement   incorporated    herein    by
reference, shall constitute a binding agreement between
each  of  the  Underwriters and  the  Company.   It  is
understood  that  your acceptance  of  this  letter  on
behalf  of  each  of the Underwriters  is  or  will  be
pursuant  to  the  authority set forth  in  a  form  of
Agreement  among Underwriters, the form of which  shall
be  submitted  to  the  Company for  examination,  upon
request,  but  without warranty  on  the  part  of  the
Representatives  as  to the authority  of  the  signers
thereof.

                                   Very truly yours,

                                   Pentair, Inc.

                                   By:
                                   Name:
                                   Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
U.S. Bancorp Piper Jaffray Inc.



By:
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters



                           SCHEDULE I

Underwriter                               Number of    Maximum
                                            Firm     Number of
                                         Shares to    Optional
                                             be        Shares
                                         Purchased   Which May
                                                         be
                                                     Purchased

Goldman, Sachs & Co.                      1,753,125      262,969

J.P. Morgan Securities Inc.               1,753,125      262,969

Banc of America Securities LLC              584,375       87,656

U.S. Bancorp Piper Jaffray Inc.             584,375       87,656

William Blair & Company, L.L.C.             225,000       33,750

Credit Suisse First Boston Corporation      350,000       52,500

First Union Capital Markets Corp.           125,000       18,750

Janney Montgomery LLC                       125,000       18.750



   Total                                  5,500,000      825,000







                          SCHEDULE II


Title of Designated Shares:

     Common Stock, par value $.16 2/3 per share

Number of Designated Shares:

     Number of Firm Shares:  5,500,000
     Maximum Number of Optional Shares:  825,000

Initial Offering Price to Public:

     $41.00 per Share

Purchase Price by Underwriters:

     $39.36 per Share

Commission Payable to Underwriters:

     $1.64 per Share in Federal (same-day) funds

Form of Designated Shares:

     Book-entry  only form represented by one  or  more
     securities  deposited  with The  Depository  Trust
     Company or its designated custodian.

Specified Funds for Payment of Purchase Price:

     Federal (same-day) funds

Describe  any blackout provisions with respect  to  the
Designated Shares

     The  Company has agreed not to dispose of or hedge
any   Common   Stock  of  the  Company  or   securities
exchangeable  into Common Stock of the  Company  during
the   period  beginning  September  29,  1999   through
December 27, 1999, without the prior written consent of
the Representative.

Time of Delivery:

     9:30 a.m. (New York City time), October 5, 1999

Closing Location:

     Henson & Effron, P.A., Minneapolis, Minnesota

Names and Addresses of Representatives:

     Goldman   Sachs   &  Co.      J.P.   Morgan Securities Inc.
     85 Broad Street               60 Wall Street
     New York, NY 10004            New  York,  NY
                                   10260-0060

     Banc  of  America Securities LLC     U.S.  Bancorp Piper Jaffray Inc.
     100  North  Tyron  Street            222  South  Ninth Street
     14th   Floor                         Minneapolis, Minnesota 55402
     Charlotte, NC  28255

Other Terms:

     None




                                                         ANNEX IV


     Pursuant  to  Section  7(d)  of  the  Underwriting
Agreement, the accountants shall furnish letters to the
Underwriters to the effect that:

          (i)   They  are independent certified  public
     accountants  with respect to the Company  and  its
     subsidiaries within the meaning of the Act and the
     applicable   published   rules   and   regulations
     thereunder;

          (ii)   In   their   opinion,  the   financial
     statements   and   any   supplementary   financial
     information  and  schedules (and,  if  applicable,
     financial  forecasts  and/or pro  forma  financial
     information)  examined by  them  and  included  or
     incorporated  by  reference  in  the  Registration
     Statement or the Prospectus comply as to  form  in
     all   material   respects  with   the   applicable
     accounting requirements of the Act or the Exchange
     Act,  as  applicable,  and the  related  published
     rules   and   regulations  thereunder;   and,   if
     applicable, they have made a review in  accordance
     with   standards  established  by   the   American
     Institute of Certified Public Accountants  of  the
     consolidated    interim   financial    statements,
     selected   financial  data,  pro  forma  financial
     information, financial forecasts and/or  condensed
     financial   statements   derived   from    audited
     financial  statements  of  the  Company  for   the
     periods specified in such letter, as indicated  in
     their  reports thereon, copies of which have  been
     furnished   to   the   representatives   of    the
     Underwriters (the "representatives") such term  to
     include  an  Underwriter or Underwriters  who  act
     without any firm being designated as its or  their
     representative;

          (iii)       They  have  made  a   review   in
     accordance  with  standards  established  by   the
     American Institute of Certified Public Accountants
     of the unaudited condensed consolidated statements
     of   income,   consolidated  balance  sheets   and
     consolidated statements of cash flows included  in
     the  Prospectus and/or included in  the  Company's
     quarterly  reports  on Form 10-Q  incorporated  by
     reference  into  the Prospectus  as  indicated  in
     their reports thereon copies of which are attached
     hereto;  and on the basis of specified  procedures
     including  inquiries of officials of  the  Company
     who   have   responsibility  for   financial   and
     accounting matters regarding whether the unaudited
     condensed    consolidated   financial   statements
     referred  to in paragraph (vi)(A)(i) below  comply
     as  to  form  in  all material respects  with  the
     applicable accounting requirements of the Act  and
     the  Exchange Act and the related published  rules
     and  regulations, nothing came to their  attention
     that  caused  them to believe that  the  unaudited
     condensed consolidated financial statements do not
     comply  as  to form in all material respects  with
     the  applicable accounting requirements of the Act
     and  the  Exchange  Act and the related  published
     rules and regulations;

          (iv)   The   unaudited   selected   financial
     information   with  respect  to  the  consolidated
     results  of  operations and financial position  of
     the  Company for the five most recent fiscal years
     included   in  the  Prospectus  and  included   or
     incorporated  by  reference  in  Item  6  of   the
     Company's Annual Report on Form 10-K for the  most
     recent  fiscal  year agrees with the corresponding
     amounts  (after  restatement where applicable)  in
     the  audited consolidated financial statements for
     such  five  fiscal  years which were  included  or
     incorporated by reference in the Company's  Annual
     Reports on Form 10-K for such fiscal years;

          (v)   They  have compared the information  in
     the  Prospectus under selected captions  with  the
     disclosure requirements of Regulation S-K  and  on
     the  basis of limited procedures specified in such
     letter nothing came to their attention as a result
     of  the  foregoing procedures that caused them  to
     believe that this information does not conform  in
     all   material   respects  with   the   disclosure
     requirements  of items 301, 302, 402  and  503(d),
     respectively, of Regulation S-K;

          (vi) On the basis of limited procedures,  not
     constituting  an  examination in  accordance  with
     generally  accepted auditing standards, consisting
     of a reading of the unaudited financial statements
     and other information referred to below, a reading
     of   the   latest   available  interim   financial
     statements  of  the Company and its  subsidiaries,
     inspection of the minute books of the Company  and
     its  subsidiaries  since the date  of  the  latest
     audited    financial   statements   included    or
     incorporated  by  reference  in  the   Prospectus,
     inquiries  of  officials of the  Company  and  its
     subsidiaries   responsible   for   financial   and
     accounting  matters and such other  inquiries  and
     procedures  as  may be specified in  such  letter,
     nothing  came to their attention that caused  them
     to believe that:

               (A)    (i)   the   unaudited   condensed
          consolidated    statements     of     income,
          consolidated  balance sheets and consolidated
          statements  of  cash flows  included  in  the
          Prospectus and/or included or incorporated by
          reference in the Company's Quarterly  Reports
          on Form 10-Q incorporated by reference in the
          Prospectus  do not comply as to form  in  all
          material   respects   with   the   applicable
          accounting  requirements of the Exchange  Act
          and   the   related   published   rules   and
          regulations,    or    (ii)    any    material
          modifications should be made to the unaudited
          condensed consolidated statements of  income,
          consolidated  balance sheets and consolidated
          statements  of  cash flows  included  in  the
          Prospectus  or  included  in  the   Company's
          Quarterly  Reports on Form 10-Q  incorporated
          by  reference in the Prospectus, for them  to
          be  in  conformity  with  generally  accepted
          accounting principles;

               (B)     any   other   unaudited   income
          statement   data  and  balance  sheet   items
          included in the Prospectus do not agree  with
          the  corresponding  items  in  the  unaudited
          consolidated financial statements from  which
          such  data  and items were derived,  and  any
          such  unaudited  data  and  items  were   not
          determined    on    a   basis   substantially
          consistent   with   the   basis    for    the
          corresponding   amounts   in   the    audited
          consolidated financial statements included or
          incorporated  by reference in  the  Company's
          Annual  Report  on  Form 10-K  for  the  most
          recent fiscal year;

               (C)   the unaudited financial statements
          which were not included in the Prospectus but
          from   which   were  derived  the   unaudited
          condensed financial statements referred to in
          clause (A) and any unaudited income statement
          data and balance sheet items included in  the
          Prospectus and referred to in clause (B) were
          not   determined  on  a  basis  substantially
          consistent  with  the basis for  the  audited
          financial statements included or incorporated
          by  reference in the Company's Annual  Report
          on Form 10-K for the most recent fiscal year;

               (D)     any    unaudited    pro    forma
          consolidated  condensed financial  statements
          included or incorporated by reference in  the
          Prospectus  do not comply as to form  in  all
          material   respects   with   the   applicable
          accounting  requirements of the Act  and  the
          published rules and regulations thereunder or
          the  pro  forma  adjustments  have  not  been
          properly applied to the historical amounts in
          the compilation of those statements;

               (E)   as  of a specified date  not  more
          than  five  days prior to the  date  of  such
          letter,  there have been any changes  in  the
          consolidated   capital  stock   (other   than
          issuances  of capital stock upon exercise  of
          options  and stock appreciation rights,  upon
          earn-outs  of  performance  shares  and  upon
          conversions  of  convertible  securities,  in
          each  case which were outstanding on the date
          of  the  latest  balance  sheet  included  or
          incorporated by reference in the  Prospectus)
          or any increase in the consolidated long-term
          debt of the Company and its subsidiaries,  or
          any  decreases  in consolidated  net  current
          assets or shareholders' equity or other items
          specified  by  the  Representatives,  or  any
          increases  in  any  items  specified  by  the
          Representatives,  in each  case  as  compared
          with  amounts  shown  in the  latest  balance
          sheet  included or incorporated by  reference
          in  the  Prospectus, except in each case  for
          changes,  increases  or decreases  which  the
          Prospectus  discloses have  occurred  or  may
          occur  or which are described in such letter;
          and

               (F)  for the period from the date of the
          latest   financial  statements  included   or
          incorporated  by reference in the  Prospectus
          to  the  specified date referred to in clause
          (E)  there were any decreases in consolidated
          net revenues or operating profit or the total
          or  per  share  amounts of  consolidated  net
          income  or  other  items  specified  by   the
          Representatives,  or  any  increases  in  any
          items  specified  by the Representatives,  in
          each  case  as  compared with the  comparable
          period  of  the preceding year and  with  any
          other    period   of   corresponding   length
          specified  by the Representatives, except  in
          each  case  for increases or decreases  which
          the Prospectus discloses have occurred or may
          occur  or which are described in such letter;
          and

          (vii)      In  addition  to  the  examination
     referred   to  in  their  report(s)  included   or
     incorporated  by reference in the  Prospectus  and
     the   limited  procedures,  inspection  of  minute
     books, inquiries and other procedures referred  to
     in  paragraphs  (iii) and (vi)  above,  they  have
     carried  out  certain  specified  procedures,  not
     constituting  an  examination in  accordance  with
     generally   accepted  auditing   standards,   with
     respect   to  certain  amounts,  percentages   and
     financial    information    specified    by    the
     Representatives which are derived from the general
     accounting   records  of  the  Company   and   its
     subsidiaries,  which  appear  in  the   Prospectus
     (excluding  documents incorporated by  reference),
     or in Part II of, or in exhibits and schedules to,
     the   Registration  Statement  specified  by   the
     Representatives  or in documents  incorporated  by
     reference  in  the  Prospectus  specified  by  the
     Representatives, and have compared certain of such
     amounts,  percentages  and  financial  information
     with the accounting records of the Company and its
     subsidiaries  and  have  found  them  to   be   in
     agreement.

     All  references in this Annex IV to the Prospectus
shall  be  deemed to refer to the Prospectus (including
the  documents  incorporated by reference  therein)  as
defined in the Underwriting Agreement as of the date of
the  letter  delivered  on  the  date  of  the  Pricing
Agreement  for  purposes  of such  letter  and  to  the
Prospectus  as  amended or supplemented (including  the
documents   incorporated  by  reference   therein)   in
relation  to  the  applicable  Designated  Shares   for
purposes  of  the  letter  delivered  at  the  Time  of
Delivery for such Designated Shares.




                                                          ANNEX V


                     MATERIAL SUBSIDIARIES


Subsidiary                               Jurisdiction of Incorporation

Delta International Machinery Corp.      Minnesota
Porter-Cable Corporation                 Minnesota
Century Mfg. Co.                         Minnesota
Lincoln Automotive Company               Minnesota
Pentair Pump Group, Inc.                 Minnesota
Fleck Controls, Inc.                     Wisconsin
Lincoln Industrial Corporation           Minnesota
Hoffman Enclosures Inc.                  Minnesota
Schroff, Inc.                            Rhode Island
Schroff K.K.                             Japan
Pentair UK Limited                       United Kingdom
Schroff UK Ltd                           United Kingdom
Pentair Enclosures UK Limited            United Kingdom
WEB Tool & Manufacturing, Inc.           Illinois
EuroPentair CmbH                         Germany
Schroff GmbH                             Germany
Schroff S.A.                             France
Lincoln GmbH Germany                     Germany
FLEX Elektrowerkzeuge GmbH               Germany
WTM, Inc.                                Minnesota
Pentair Canada                           Canada
Essef Corporation                        Ohio
Falcon Manufacturing, Inc.               Delaware
DeVilbiss Air  Power Company             Delaware
Pac-Fab, Inc.                            Delaware
Structural Europe NV                     Belgium

EX-1.2

EXHIBIT 1.2



                         Pentair, Inc.

                        Debt Securities

                     Underwriting Agreement

                                               September 30, 1999

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc One Capital Markets, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

     From time to time Pentair, Inc., a Minnesota
corporation (the "Company"), proposes to enter into one
or more Pricing Agreements (each a "Pricing Agreement")
in the form of Annex III hereto, with such additions
and deletions as the parties thereto may determine,
and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such
firms constituting the "Underwriters" with respect to
such Pricing Agreement and the securities specified
therein) certain of its debt securities (the
"Securities") specified in Schedule II to such Pricing
Agreement (with respect to such Pricing Agreement, the
"Designated Securities").

     The terms and rights of any particular issuance of
Designated Securities shall be as specified in the
Pricing Agreement relating thereto and in or pursuant
to the indenture (the "Indenture") identified in such
Pricing Agreement.

     1.   Particular sales of Designated Securities may
be made from time to time to the Underwriters of such
Securities, for whom the firms designated as
representatives of the Underwriters of such Securities
in the Pricing Agreement relating thereto will act as
representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting
as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm
being designated as its or their representatives.  This
Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Securities
or as an obligation of any of the Underwriters to
purchase the Securities.  The obligation of the Company
to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any
of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities
specified therein.  Each Pricing Agreement shall
specify the aggregate principal amount of such
Designated Securities, the initial public offering
price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the
names of the Underwriters of such Designated
Securities, the names of the Representatives of such
Underwriters and the principal amount of such
Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and
manner of delivery of such Designated Securities and
payment therefor.  The Pricing Agreement shall also
specify (to the extent not set forth in the Indenture
and the registration statement and prospectus with
respect thereto) the terms of such Designated
Securities.  A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device
designed to produce a written record of communications
transmitted.  The obligations of the Underwriters under
this Agreement and each Pricing Agreement shall be
several and not joint.

     2.   The Company represents and warrants to, and
agrees with, each of the Underwriters that:

          (a)  A registration statement on Form S-3
     (File No. 333-80159) (the "Initial Registration
     Statement") in respect of the Securities and
     certain other securities has been filed with the
     Securities and Exchange Commission (the
     "Commission"); the Initial Registration Statement
     and any post-effective amendment thereto, each in
     the form heretofore delivered or to be delivered
     to the Representatives and, excluding exhibits to
     the Initial Registration Statement, but including
     all documents incorporated by reference in the
     prospectus contained therein, to the
     Representatives for each of the other
     Underwriters, have been declared effective by the
     Commission in such form; other than a registration
     statement, if any, increasing the size of the
     offering (a "Rule 462(b) Registration Statement"),
     filed pursuant to Rule 462(b) under the Securities
     Act of 1933, as amended (the "Act"), which became
     effective upon filing, no other document with
     respect to the Initial Registration Statement or
     document incorporated by reference therein has
     heretofore been filed or transmitted for filing
     with the Commission (other than prospectuses filed
     pursuant to Rule 424(b) of the rules and
     regulations of the Commission under the Act, each
     in the form heretofore delivered to the
     Representatives); and no stop order suspending the
     effectiveness of the Initial Registration
     Statement, any post-effective amendment thereto or
     the Rule 462(b) Registration Statement, if any,
     has been issued and no proceeding for that purpose
     has been initiated or threatened by the Commission
     (any preliminary prospectus included in the
     Initial Registration Statement or filed with the
     Commission pursuant to Rule 424(a) under the Act,
     is hereinafter called a "Preliminary Prospectus";
     the various parts of the Initial Registration
     Statement, any post-effective amendment thereto
     and the Rule 462(b) Registration Statement, if
     any, including all exhibits thereto and the
     documents incorporated by reference in the
     prospectus contained in the Initial Registration
     Statement at the time such part of the Initial
     Registration Statement became effective but
     excluding Form T-1, each as amended at the time
     such part of the Initial Registration Statement
     became effective or such part of the Rule 462(b)
     Registration Statement, if any, became or
     hereafter becomes effective, are hereinafter
     collectively called the "Registration Statement";
     the prospectus relating to the Securities, in the
     form in which it has most recently been filed, or
     transmitted for filing, with the Commission on or
     prior to the date of this Agreement, being
     hereinafter called the "Prospectus"; any reference
     herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include
     the documents incorporated by reference therein
     pursuant to the applicable form under the Act, as
     of the date of such Preliminary Prospectus or
     Prospectus, as the case may be; any reference to
     any amendment or supplement to any Preliminary
     Prospectus or the Prospectus shall be deemed to
     refer to and include any documents filed after the
     date of such Preliminary Prospectus or Prospectus,
     as the case may be, under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in such Preliminary
     Prospectus or Prospectus, as the case may be; any
     reference to any amendment to the Initial
     Registration Statement shall be deemed to refer to
     and include any annual report of the Company filed
     pursuant to Sections 13(a) or 15(d) of the
     Exchange Act after the effective date of the
     Initial Registration Statement that is
     incorporated by reference in the Registration
     Statement; and any reference to the Prospectus as
     amended or supplemented shall be deemed to refer
     to the Prospectus as amended or supplemented in
     relation to the applicable Designated Securities
     in the form in which it is filed with the
     Commission pursuant to Rule 424(b) under the Act
     in accordance with Section 5(a) hereof, including
     any documents incorporated by reference therein as
     of the date of such filing);

          (b)  The documents incorporated by reference
     in the Prospectus, when they became effective or
     were filed with the Commission, as the case may
     be, conformed in all material respects to the
     requirements of the Act or the Exchange Act, as
     applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents
     contained an untrue statement of a material fact
     or omitted to state a material fact required to be
     stated therein or necessary to make the statements
     therein not misleading; and any further documents
     so filed and incorporated by reference in the
     Prospectus or any further amendment or supplement
     thereto, when such documents become effective or
     are filed with the Commission, as the case may be,
     will conform in all material respects to the
     requirements of the Act or the Exchange Act, as
     applicable, and the rules and regulations of the
     Commission thereunder and will not contain an
     untrue statement of a material fact or omit to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading; provided, however, that
     this representation and warranty shall not apply
     to any statements or omissions made in reliance
     upon and in conformity with information furnished
     in writing to the Company by an Underwriter of
     Designated Securities through the Representatives
     expressly for use in the Prospectus as amended or
     supplemented relating to such Securities;

          (c)  The Registration Statement and the
     Prospectus conform, and any further amendments or
     supplements to the Registration Statement or the
     Prospectus will conform, in all material respects
     to the requirements of the Act and the Trust
     Indenture Act of 1939, as amended (the "Trust
     Indenture Act") and the rules and regulations of
     the Commission thereunder and do not and will not,
     as of the applicable effective date as to the
     Registration Statement and any amendment thereto
     and as of the applicable filing date as to the
     Prospectus and any amendment or supplement
     thereto, contain an untrue statement of a material
     fact or omit to state a material fact required to
     be stated therein or necessary to make the
     statements therein not misleading; provided,
     however, that this representation and warranty
     shall not apply to any statements or omissions
     made in reliance upon and in conformity with
     information furnished in writing to the Company by
     an Underwriter of Designated Securities through
     the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to
     such Securities or to any statement in or omission
     from the Form T-1;

          (d)  Neither the Company nor any of its
     subsidiaries has sustained since the date of the
     latest audited financial statements included or
     incorporated by reference in the Prospectus any
     material loss or interference with its business
     from fire, explosion, flood or other calamity,
     whether or not covered by insurance, or from any
     labor dispute or court or governmental action,
     order or decree, otherwise than as set forth or
     contemplated in the Prospectus; and, since the
     respective dates as of which information is given
     in the Registration Statement and the Prospectus,
     there has not been any change in the capital stock
     (other than pursuant to the Company's employee and
     director stock option plans) or increase in short-
     term or long-term debt of the Company or any of
     its subsidiaries in excess of 5% of total debt of
     the Company and its subsidiaries, taken as a
     whole, computed in accordance with generally
     accepted accounting principles, or any material
     adverse change, or any development involving a
     prospective material adverse change, in or
     affecting the general affairs, management,
     financial position, shareholders' equity or
     results of operations of the Company and its
     subsidiaries, otherwise than as set forth or
     contemplated in the Prospectus, as amended or
     supplemented;

          (e)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus and has been duly
     qualified as a foreign corporation for the
     transaction of business and is in good standing
     under the laws of each other jurisdiction in which
     it owns or leases properties or conducts any
     business so as to require such qualification or is
     subject to no material liability or disability by
     reason of the failure to be so qualified in any
     such jurisdiction; and each material subsidiary of
     the Company, as set forth on Annex V attached
     hereto (each a "Material Subsidiary" and, together
     the "Material Subsidiaries") has been duly
     incorporated or organized, as the case may be, and
     is validly existing as a corporation or
     partnership, as the case may be, in good standing
     under the laws of its jurisdiction of
     incorporation or organization;

          (f)  The Company and its Material
     Subsidiaries have good and indefeasible title to
     all real property and good and marketable title to
     all personal property owned by them, free and
     clear of all liens, encumbrances and defects
     except for liens, encumbrances and defects that,
     individually or in the aggregate, will not have a
     material adverse effect on the business,
     consolidated financial position, stockholders
     equity or results of operation of the Company and
     its subsidiaries taken as a whole; and any real
     property and buildings held under lease by the
     Company and its subsidiaries are held by them
     under valid, subsisting and enforceable leases,
     subject, as to enforcement, to bankruptcy,
     insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws of general
     applicability relating to or affecting creditors'
     rights and to general equity principles;

          (g)  The Company has an authorized
     capitalization as set forth in the Prospectus, and
     all of the issued shares of capital stock of the
     Company have been duly and validly authorized and
     issued and are fully paid and non-assessable and
     all of the issued shares of capital stock of each
     Material Subsidiary of the Company have been duly
     and validly authorized and issued, are fully paid
     and non-assessable, are owned directly or
     indirectly by the Company and are owned free and
     clear of all liens, encumbrances, equities or
     claims;

          (h)  The Securities have been duly
     authorized, and, when Designated Securities are
     issued and delivered pursuant to this Agreement
     and the Pricing Agreement with respect to such
     Designated Securities, such Designated Securities
     will have been duly executed, authenticated,
     issued and delivered and will constitute valid and
     legally binding obligations of the Company
     entitled to the benefits provided by the
     Indenture, which will be substantially in the form
     filed as an exhibit to the Registration Statement
     (except to the extent that the terms of any
     Designated Securities or Supplemental Indenture
     render certain provisions of the Indenture
     inapplicable to such Designated Securities)
     subject, as to enforcement, to bankruptcy,
     insolvency, fraudulent transfer, moratorium,
     reorganization and similar laws of general
     applicability relating to or affecting creditors'
     rights and to general equity principles; the
     Indenture has been duly authorized by the Company
     and duly qualified under the Trust Indenture Act
     and, at the Time of Delivery for such Designated
     Securities (as defined in Section 4 hereof), the
     Indenture will constitute a valid and legally
     binding instrument, enforceable in accordance with
     its terms, subject, as to enforcement, to
     bankruptcy, insolvency, reorganization and other
     laws of general applicability relating to or
     affecting creditors' rights and to general equity
     principles; and the Indenture conforms, and the
     Designated Securities will conform to the
     descriptions thereof contained in the Prospectus
     as amended or supplemented with respect to such
     Designated Securities;

          (i)  None of the transactions contemplated by
     this Agreement (including, without limitation, the
     use of the proceeds from the sale of the
     Securities) will violate or result in a violation
     of Section 7 of the Exchange Act, or any
     regulation promulgated thereunder, including,
     without limitation, Regulations G, T, U, and X of
     the Board of Governors of the Federal Reserve
     System;

          (j)  The issue and sale of the Securities and
     the compliance by the Company with all of the
     provisions of the Designated Securities, the
     Indenture, this Agreement and any Pricing
     Agreement, and the consummation of the
     transactions herein and therein contemplated will
     not conflict with or result in a breach or
     violation of any of the terms or provisions of, or
     constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other
     agreement or instrument to which the Company or
     any of its subsidiaries is a party or by which the
     Company or any of its subsidiaries is bound or to
     which any of the property or assets of the Company
     or any of its subsidiaries is subject, excluding
     conflicts, breaches, violations and defaults that,
     individually or in the aggregate, will not have a
     material adverse effect on the business,
     consolidated financial position, stockholders'
     equity or results of operations of the Company and
     its subsidiaries taken as a whole, nor will such
     action result in any violation of the provisions
     of the Articles of Incorporation or By-laws of the
     Company or any of its Material Subsidiaries or any
     statute or any order, rule or regulation of any
     court or governmental agency or body having
     jurisdiction over the Company or any of its
     subsidiaries or any of their properties; and, no
     consent, approval, authorization, order,
     registration or qualification of or with any such
     court or governmental agency or body is required
     for the issue and sale of the Securities or the
     consummation by the Company of the transactions
     contemplated by this Agreement or any Pricing
     Agreement or the Indenture, except such as have
     been, or will have been prior to each Time of
     Delivery (as defined in Section 4 herein),
     obtained under the Act and the Trust Indenture Act
     and such consents, approvals, authorizations,
     registrations or qualifications as may be required
     under state securities or Blue Sky laws in
     connection with the purchase and distribution of
     the Securities by the Underwriters;

          (k)  The statements set forth in the
     Prospects under the caption "Description of
     Securities", insofar as they purport to constitute
     a summary of the terms of the Securities, and
     under the caption "Plan of Distribution", insofar
     as they purport to describe the provisions of the
     laws and documents referred to therein, are
     accurate, complete and fair;

          (l)  Neither the Company nor any of its
     Material Subsidiaries is (i) in violation of its
     Articles of Incorporation or By-laws or (ii) in
     default in the performance or observance of any
     material obligation, agreement, covenant or
     condition contained in any indenture, mortgage,
     deed of trust, loan agreement, lease or other
     agreement or instrument to which it is a party or
     by which it or any of its properties may be bound,
     except, with respect to clause (ii) above, for
     defaults that, individually or in the aggregate,
     will not have a material adverse effect on the
     business, consolidated financial position,
     stockholders' equity or results of operations of
     the Company and its subsidiaries, taken as a
     whole;

          (m)  Other than as set forth in the
     Prospectus, there are no legal or governmental
     proceedings pending to which the Company or any of
     its subsidiaries is a party or of which any
     property of the Company or any of its subsidiaries
     is the subject which, if determined adversely to
     the Company or any of its subsidiaries, would
     individually or in the aggregate have a material
     adverse effect on the current or future
     consolidated financial position, shareholders'
     equity or results of operations of the Company and
     its subsidiaries; and, to the best of the
     Company's knowledge, no such proceedings are
     threatened or contemplated by governmental
     authorities or threatened by others;

          (n)  The Company is not and, after giving
     effect to the offering and sale of the Securities,
     will not be an "investment company," or an entity
     "controlled" by an "investment company," as such
     terms are defined in the Investment Company Act of
     1940, as amended (the "Investment Company Act");

          (o)  Neither the Company nor any of its
     affiliates does business with the government of
     Cuba or with any person or affiliate located in
     Cuba within the meaning of Section 517.075,
     Florida Statutes;

          (p)  Deloitte & Touche, LLP and
     Pricewaterhouse Coopers LLP, who have certified
     certain financial statements of the Company and
     its subsidiaries, are independent public
     accountants as required by the Act and the rules
     and regulations of the Commission thereunder; and

          (q)  The pro forma balance sheets and pro
     forma statements of operations and the related
     notes thereto included in the Prospectus
     (collectively, the "pro forma financial
     statements") have been prepared in accordance with
     the applicable requirements of Rule 11-02 of
     Regulation S-X promulgated by the Commission; the
     assumptions used and described in the pro forma
     financial statements provide a reasonable basis
     for presenting the significant effects
     attributable to the transactions described
     therein; the pro forma adjustments contained in
     the pro forma financial statements give
     appropriate effect to such assumptions and include
     all adjustments necessary to present fairly the
     effects of such transactions; and the pro forma
     columns contained in the pro forma financial
     statements reflect the proper application of such
     adjustments to the historical financial amounts
     contained in the pro forma financial statements;

          (r)  Except as disclosed in the Prospectus,
     the Company has not been advised and has no reason
     to believe that either the Company or any of its
     subsidiaries is not conducting its business in
     compliance with all applicable statutes, rules,
     regulations and orders administered or issued by
     any governmental or regulatory authority on the
     jurisdictions in which it is conducting business,
     except where the failure to be so in compliance
     would not materially adversely affect the
     business, consolidated financial position,
     stockholders' equity or results of operations of
     the Company and its subsidiaries, taken as a
     whole; and

          (s)  The Company has reviewed its operations
     and those of its Material Subsidiaries  and has
     requested from third parties with which the
     Company or any of its Material Subsidiaries has a
     material relationship a certification of
     compliance, in order to evaluate the extent to
     which the business or operations of the Company
     and its Material Subsidiaries will be affected by
     the Year 2000 Problem.  As a result of such
     review, the Company has no reason to believe and
     does not believe that the Year 2000 Problem will
     have a material adverse effect on the business,
     consolidated financial position, stockholders'
     equity or results of operations of the Company and
     its subsidiaries, taken as a whole.  The "Year
     2000 Problem" as used herein means any significant
     risk that computer hardware or software used in
     the receipt, transmission, processing,
     manipulation, storage, retrieval, retransmission
     or other utilization of data or in the operation
     of mechanical or electrical systems o any kind
     will not, in the case of dates or time periods
     occurring after December 31, 1999, function at
     least as effectively as in the case of dates or
     time periods occurring prior to January 1, 2000.

     3.   Upon the execution of the Pricing Agreement
applicable to any Designated Securities and
authorization by the Representatives of the release of
such Designated Securities, the several Underwriters
propose to offer such Designated Securities for sale
upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4.   Designated Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and
registered in such names as the Representatives may
request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of
the Company to the Representatives for the account of
such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account
specified by the Company to the Representatives at
least forty-eight hours in advance or at such other
place and time and date as the Representatives and the
Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such
Securities.

     5.   The Company agrees with each of the
Underwriters of any Designated Securities:

          (a)  To prepare the Prospectus as amended or
     supplemented in relation to the applicable
     Designated Securities in a form approved by the
     Representatives and to file such Prospectus
     pursuant to Rule 424(b) under the Act not later
     than the Commission's close of business on the
     second business day following the execution and
     delivery of the Pricing Agreement relating to the
     applicable Designated Securities or, if
     applicable, such earlier time as may be required
     by Rule 424(b); to make no further amendment or
     any supplement to the Registration Statement or
     Prospectus as amended or supplemented after the
     date of the Pricing Agreement relating to such
     Securities and prior to the Time of Delivery for
     such Securities which shall be disapproved by the
     Representatives for such Securities promptly after
     reasonable notice thereof; to advise the
     Representatives promptly of any such amendment or
     supplement after such Time of Delivery and furnish
     the Representatives with copies thereof; to file
     promptly all reports and any definitive proxy or
     information statements required to be filed by the
     Company with the Commission pursuant to Section
     13(a), 13(c), 14 or 15(d) of the Exchange Act for
     so long as the delivery of a prospectus is
     required in connection with the offering or sale
     of such Securities, and during such same period to
     advise the Representatives, promptly after it
     receives notice thereof, of the time when any
     amendment to the Registration Statement has been
     filed or becomes effective or any supplement to
     the Prospectus or any amended Prospectus has been
     filed with the Commission, of the issuance by the
     Commission of any stop order or of any order
     preventing or suspending the use of any
     Preliminary Prospectus or Prospectus relating to
     the Securities, of the suspension of the
     qualification of such Securities for offering or
     sale in any jurisdiction, of the initiation or
     threatening of any proceeding for any such
     purpose, or of any request by the Commission for
     the amending or supplementing of the Registration
     Statement or Prospectus or for additional
     information; and, in the event of the issuance of
     any such stop order or of any such order
     preventing or suspending the use of the
     Registration Statement or the Prospectus relating
     to the Securities or suspending any such
     qualification, to promptly use its best efforts to
     obtain the withdrawal of such order;

          (b)  Promptly from time to time to take such
     action as the Representatives may reasonably
     request to qualify such Designated Securities for
     offering and sale under the securities laws of
     such jurisdictions as the Representatives may
     request and to comply with such laws so as to
     permit the continuance of sales and dealings
     therein in such jurisdictions for as long as may
     be necessary to complete the distribution of such
     Designated Securities, provided that in connection
     therewith the Company shall not be required to
     qualify as a foreign corporation or to file a
     general consent to service of process in any
     jurisdiction;

          (c)  Prior to 10:00 a.m., New York City time,
     on the business day next succeeding the date of
     any Pricing Agreement and from time to time, to
     furnish the Underwriters with copies of the
     Prospectus in New York City as amended or
     supplemented in such quantities as the
     Representatives may reasonably request, and, if
     the delivery of a prospectus is required at any
     time in connection with the offering or sale of
     the Securities and if at such time any event shall
     have occurred as a result of which the Prospectus
     as then amended or supplemented would include an
     untrue statement of a material fact or omit to
     state any material fact necessary in order to make
     the statements therein, in the light of the
     circumstances under which they were made when such
     Prospectus is delivered, not misleading, or, if
     for any other reason it shall be necessary during
     such same period to amend or supplement the
     Prospectus or to file under the Exchange Act any
     document incorporated by reference in the
     Prospectus in order to comply with the Act, the
     Exchange Act or the Trust Indenture Act, to notify
     the Representatives and upon their request to file
     such document and to prepare and furnish without
     charge to each Underwriter and to any dealer in
     securities as many copies as the Representatives
     may from time to time reasonably request of an
     amended Prospectus or a supplement to the
     Prospectus which will correct such statement or
     omission or effect such compliance;

          (d)  To make generally available to its
     securityholders as soon as practicable, but in any
     event not later than eighteen months after the
     effective date of the Registration Statement (as
     defined in Rule 158(c) under the Act), an earnings
     statement of the Company and its subsidiaries
     (which need not be audited) complying with Section
     11(a) of the Act and the rules and regulations of
     the Commission thereunder (including, at the
     option of the Company, Rule 158);

          (e)  During the period beginning from the
     date of the Pricing Agreement for such Designated
     Securities and continuing to and including the
     later of (i) the termination of trading
     restrictions for the Designated Securities, as
     notified to the Company by the Representatives and
     (ii) the Time of Delivery for such Designated
     Securities, neither the Company nor any of its
     subsidiaries, or other affiliates over which it
     exercises management or voting control, nor any
     other person acting on its behalf, without the
     prior written consent of the Representatives,
     offer, sell, contract to sell or otherwise dispose
     of any debt securities of the Company pursuant to
     a public offering or a private placement with
     registration rights or any securities that are
     convertible into or exchangeable for, or otherwise
     represent a right to acquire any such debt
     securities;

          (f)  If the Company elects to rely upon Rule
     462(b), the Company shall file a Rule 462(b)
     Registration Statement with the Commission in
     compliance with Rule 462(b) by 10:00 P.M.,
     Washington, D.C. time, on the date of this
     Agreement, and the Company shall at the time of
     filing either pay to the Commission the filing fee
     for the Rule 462(b) Registration Statement or give
     irrevocable instructions for the payment of such
     fee pursuant to Rule 111(b) under the Act;

          (g)  During a period of three years from the
     date hereof, to furnish (unless otherwise publicly
     available on Edgar) to the Representatives copies
     of all reports or other communications (financial
     or other) furnished to shareholders of the
     Company, and to deliver to the Representatives (i)
     as soon as practicable after they are available,
     copies of any reports and financial statements
     furnished to or filed with the Commission or any
     securities exchange (other than filings made on a
     confidential basis) on which the common stock or
     any class of securities of the Company is listed;
     and (ii) such additional information concerning
     the business and financial condition of the
     Company as the Representatives may from time to
     time reasonably request (such financial statements
     to be on a consolidated basis to the extent the
     accounts of the Company and its subsidiaries are
     consolidated in reports furnished to its
     shareholders generally or to the Commission); and

          (h)  To use the net proceeds received by it
     from the sale of the Securities pursuant to this
     Agreement and any Pricing Agreement in the manner
     specified in the Prospectus under the caption "Use
     of Proceeds."

     6.   The Company covenants and agrees with the
several Underwriters that the Company will pay or cause
to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants
in connection with the registration of the Securities
under the Act and all other expenses in connection with
the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and
the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any
other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii)
all expenses in connection with the qualification of
the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and
in connection with the Blue Sky and Legal Investment
Surveys; (iv) any fees charged by securities rating
services for rating the Securities; (v) the fees and
expenses of any Trustee and any agent of any Trustee
and the fees and disbursements of counsel for any
Trustee in connection with any Indenture and the
Securities; and (vi) all other costs and expenses
incident to the performance of its obligations
hereunder which are not otherwise specifically provided
for in this Section.  It is understood, however, that,
except as provided in this Section, and Sections 8 and
11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses
connected with any offers they may make.

     7.   The obligations of the Underwriters of any
Designated Securities under the Pricing Agreement
relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to
the condition that all representations and warranties
and other statements of the Company in or incorporated
by reference in the Pricing Agreement relating to such
Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and
correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore
to be performed, and the following additional
conditions:

          (a)  The Prospectus as amended or
     supplemented in relation to the applicable
     Designated Securities shall have been filed with
     the Commission pursuant to Rule 424(b) within the
     applicable time period prescribed for such filing
     by the rules and regulations under the Act and in
     accordance with Section 5(a) hereof; if the
     Company has elected to rely upon Rule 462(b), the
     Rule 462(b) Registration Statement shall have
     become effective by 10:00 P.M., Washington, D.C.
     time, on the date of this Agreement; no stop order
     suspending the effectiveness of the Registration
     Statement or any part thereof shall have been
     issued and no proceeding for that purpose shall
     have been initiated or threatened by the
     Commission; and all requests for additional
     information on the part of the Commission shall
     have been complied with to the Representatives'
     reasonable satisfaction;

          (b)  Dorsey & Whitney LLP, counsel for the
     Underwriters, shall have furnished to the
     Representatives such written opinion or opinions,
     dated the Time of Delivery for such Designated
     Securities, with respect to the Securities, the
     Indenture, this Agreement, the Pricing Agreement,
     the Registration Statement and the Prospectus, as
     well as such other related matters as the
     Representatives may reasonably request, and such
     counsel shall have received such papers and
     information as they may reasonably request to
     enable them to pass upon such matters;

          (c)  Louis L. Ainsworth, Senior Vice
     President and General Counsel of the Company,
     shall have furnished to the Representatives his
     written opinion or opinions, dated the Time of
     Delivery for such Designated Securities, as to the
     matters set forth in Annex I hereto and in form
     and substance satisfactory to the Representatives.

          (d)  Henson & Efron, P.A., counsel for the
     Company, shall have furnished to the
     Representatives their written opinion or opinions,
     dated the Time of Delivery for such Designated
     Securities, as to the matters set forth in Annex
     II  hereto and in form and substance satisfactory
     to the Representatives.

          (e)  On the date of the Pricing Agreement for
     such Designated Securities and at each Time of
     Delivery for such Designated Securities, the
     independent accountants of the Company who have
     certified the financial statements of the Company
     and its subsidiaries included or incorporated by
     reference in the Registration Statement shall have
     furnished to Goldman, Sachs & Co., on behalf of
     the underwriters, a letter, dated the date of this
     Agreement, and a letter dated such Time of
     Delivery, respectively, to the effect set forth in
     Annex IV hereto, and with respect to such letter
     dated such Time of Delivery, as to such other
     matters as the Representatives may reasonably
     request and in form and substance satisfactory to
     the Representatives;

          (f)  (i) Neither the Company nor any of its
     subsidiaries shall have sustained since the date
     of the latest audited financial statements
     included or incorporated by reference in the
     Prospectus as amended prior to the date of the
     Pricing Agreement relating to the Designated
     Securities any loss or interference with its
     business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or
     from any labor dispute or court or governmental
     action, order or decree, otherwise than as set
     forth or contemplated in the Prospectus as amended
     prior to the date of the Pricing Agreement
     relating to the Designated Securities, and (ii)
     since the respective dates as of which information
     is given in the Prospectus as amended prior to the
     date of the Pricing Agreement relating to the
     Designated Securities there shall not have been
     any material change in the capital stock (other
     than pursuant to the Company's employee and
     director stock option plans), or any increase in
     short-term or long-term debt of the Company or any
     of its subsidiaries in excess of 5% of total debt
     of the Company and its subsidiaries, taken as a
     whole, computed in accordance with generally
     accepted accounting principles, or any change, or
     any development involving a prospective change, in
     or affecting the general affairs, management,
     financial position, shareholders' equity or
     results of operations of the Company and its
     subsidiaries, otherwise than as set forth or
     contemplated in the Prospectus as amended or
     supplemented prior to the date of the Pricing
     Agreement relating to the Designated Securities,
     the effect of which, in any such case described in
     clause (i) or (ii), is in the judgment of the
     Representatives so material and adverse as to make
     it impracticable or inadvisable to proceed with
     the public offering or the delivery of the
     Designated Securities on the terms and in the
     manner contemplated in the Prospectus as first
     amended or supplemented relating to the Designated
     Securities;

          (g)  On or after the date of the Pricing
     Agreement relating to the Designated Securities
     (i) no downgrading shall have occurred in the
     rating accorded the Company's debt securities or
     preferred stock by any "nationally recognized
     statistical rating organization", as that term is
     defined by the Commission for purposes of Rule
     436(g)(2) under the Act, and (ii) no such
     organization shall have publicly announced that it
     has under surveillance or review, with possible
     negative implications, its rating of any of the
     Company's debt securities or preferred stock;

          (h)  On or after the date of the Pricing
     Agreement relating to the Designated Securities
     there shall not have occurred any of the
     following: (i) a suspension or material limitation
     in trading in securities generally on the New York
     Stock Exchange; (ii) a suspension or material
     limitation in trading in the Company's securities
     on the New York Stock Exchange; (iii) a general
     moratorium on commercial banking activities
     declared by either Federal or New York State
     authorities; (iv) the outbreak or escalation of
     hostilities involving the United States or the
     declaration by the United States of a national
     emergency or war, if the effect of any such event
     specified in this clause (iv) in the judgment of
     the Representatives makes it impracticable or
     inadvisable to proceed with the public offering or
     the delivery of the Designated Securities on the
     terms and in the manner contemplated in the
     Prospectus as first amended or supplemented
     relating to the Designated Securities; or (v) the
     occurrence of any material adverse change in the
     existing financial, political or economic
     conditions in the United States or elsewhere
     which, in the judgment of the Representatives,
     would materially and adversely affect the
     financial markets for the Securities and other
     debt securities;

          (i)  The Company shall have complied with the
     provisions of Section 5(c) hereof with respect to
     the furnishing of prospectuses on the business day
     next succeeding the date of the applicable Pricing
     Agreement relating to such Designated Securities;

          (j)  The Company shall have furnished or
     caused to be furnished to the Representatives at
     the Time of Delivery for the Designated Securities
     a certificate or certificates of officers of the
     Company satisfactory to the Representatives as to
     the accuracy of the representations and warranties
     of the Company herein at and as of such Time of
     Delivery, as to the performance by the Company of
     all of its obligations hereunder to be performed
     at or prior to such Time of Delivery, as to the
     matters set forth in subsections (a) and (f) of
     this Section and as to such other matters as the
     Representatives may reasonably request; and

          (k)  The Company shall have completed its
     concurrent offering of 5,500,000 shares of common
     stock.

     8.   (a)  The Company will indemnify and hold
     harmless each Underwriter against any losses,
     claims, damages or liabilities, joint or several,
     to which such Underwriter may become subject,
     under the Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions
     in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of
     a material fact contained in any Preliminary
     Prospectus, any preliminary prospectus supplement,
     the Registration Statement, the Prospectus as
     amended or supplemented and any other prospectus
     relating to the Securities, or any amendment or
     supplement thereto, or arise out of or are based
     upon the omission or alleged omission to state
     therein a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading, and will reimburse each
     Underwriter for any legal or other expenses
     reasonably incurred by such Underwriter in
     connection with investigating or defending any
     such action or claim as such expenses are
     incurred; provided, however, that the Company
     shall not be liable in any such case to the extent
     that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement
     or alleged untrue statement or omission or alleged
     omission made in any Preliminary Prospectus, any
     preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Securities, or any such amendment or
     supplement in reliance upon and in conformity with
     written information furnished to the Company by
     any Underwriter of Designated Securities through
     the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to
     such Securities.

          (b)  Each Underwriter will indemnify and hold
     harmless the Company against any losses, claims,
     damages or liabilities to which the Company may
     become subject, under the Act or otherwise,
     insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise
     out of or are based upon an untrue statement or
     alleged untrue statement of a material fact
     contained in any Preliminary Prospectus, any
     preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Securities, or any amendment or supplement
     thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a
     material fact required to be stated therein or
     necessary to make the statements therein not
     misleading, in each case to the extent, but only
     to the extent, that such untrue statement or
     alleged untrue statement or omission or alleged
     omission was made in any Preliminary Prospectus,
     any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended
     or supplemented and any other prospectus relating
     to the Securities, or any such amendment or
     supplement in reliance upon and in conformity with
     written information furnished to the Company by
     such Underwriter through the Representatives
     expressly for use therein; and will reimburse the
     Company for any legal or other expenses reasonably
     incurred by the Company in connection with
     investigating or defending any such action or
     claim as such expenses are incurred.


          (c)  Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of notice
     of the commencement of any action, such
     indemnified party shall, if a claim in respect
     thereof is to be made against the indemnifying
     party under such subsection, notify the
     indemnifying party in writing of the commencement
     thereof; but the omission so to notify the
     indemnifying party shall not relieve it from any
     liability which it may have to any indemnified
     party otherwise than under such subsection.  In
     case any such action shall be brought against any
     indemnified party and it shall notify the
     indemnifying party of the commencement thereof,
     the indemnifying party shall be entitled to
     participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying
     party similarly notified, to assume the defense
     thereof, with counsel reasonably satisfactory to
     such indemnified party (who shall not, except with
     the consent of the indemnified party, be counsel
     to the indemnifying party), and, after notice from
     the indemnifying party to such indemnified party
     of its election so to assume the defense thereof,
     the indemnifying party shall not be liable to such
     indemnified party under such subsection for any
     legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by
     such indemnified party, in connection with the
     defense thereof other than reasonable costs of
     investigation.  No indemnifying party shall,
     without the written consent of the indemnified
     party, effect the settlement or compromise of, or
     consent to the entry of any judgment with respect
     to, any pending or threatened action or claim in
     respect of which indemnification or contribution
     may be sought hereunder (whether or not the
     indemnified party is an actual or potential party
     to such action or claim) unless such settlement,
     compromise or judgment (i) includes an
     unconditional release of the indemnified party
     from all liability arising out of such action or
     claim and (ii) does not include a statement as to
     or an admission of fault, culpability or a failure
     to act, by or on behalf of any indemnified party.
     No indemnifying party shall be liable under
     Sections (a) or (b) above for any settlement of
     any claim or action effected without its consent,
     which consent will not be unreasonably withheld.

          (d)  If the indemnification provided for in
     this Section 8 is unavailable to or insufficient
     to hold harmless an indemnified party under
     subsection (a) or (b) above in respect of any
     losses, claims, damages or liabilities (or actions
     in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a
     result of such losses, claims, damages or
     liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the
     relative benefits received by the Company on the
     one hand and the Underwriters of the Designated
     Securities on the other from the offering of the
     Designated Securities to which such loss, claim,
     damage or liability (or action in respect thereof)
     relates.  If, however, the allocation provided by
     the immediately preceding sentence is not
     permitted by applicable law or if the indemnified
     party failed to give the notice required under
     subsection (c) above, then each indemnifying party
     shall contribute to such amount paid or payable by
     such indemnified party in such proportion as is
     appropriate to reflect not only such relative
     benefits but also the relative fault of the
     Company on the one hand and the Underwriters of
     the Designated Securities on the other in
     connection with the statements or omissions which
     resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as
     well as any other relevant equitable
     considerations.  The relative benefits received by
     the Company on the one hand and such Underwriters
     on the other shall be deemed to be in the same
     proportion as the total net proceeds from such
     offering (before deducting expenses) received by
     the Company bear to the total underwriting
     discounts and commissions received by such
     Underwriters.  The relative fault shall be
     determined by reference to, among other things,
     whether the untrue or alleged untrue statement of
     a material fact or the omission or alleged
     omission to state a material fact relates to
     information supplied by the Company on the one
     hand or such Underwriters on the other and the
     parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent
     such statement or omission.  The Company and the
     Underwriters agree that it would not be just and
     equitable if contribution pursuant to this
     subsection (d) were determined by pro rata
     allocation (even if the Underwriters were treated
     as one entity for such purpose) or by any other
     method of allocation which does not take account
     of the equitable considerations referred to above
     in this subsection (d).  The amount paid or
     payable by an indemnified party as a result of the
     losses, claims, damages or liabilities (or actions
     in respect thereof) referred to above in this
     subsection (d) shall be deemed to include any
     legal or other expenses reasonably incurred by
     such indemnified party in connection with
     investigating or defending any such action or
     claim. Notwithstanding the provisions of this
     subsection (d), no Underwriter shall be required
     to contribute any amount in excess of the amount
     by which the total price at which the applicable
     Designated Securities underwritten by it and
     distributed to the public were offered to the
     public exceeds the amount of any damages which
     such Underwriter has otherwise been required to
     pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission.  No
     person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(f) of the Act)
     shall be entitled to contribution from any person
     who was not guilty of such fraudulent
     misrepresentation.  The obligations of the
     Underwriters of Designated Securities in this
     subsection (d) to contribute are several in
     proportion to their respective underwriting
     obligations with respect to such Securities and
     not joint.

          (e)  The obligations of the Company under
     this Section 8 shall be in addition to any
     liability which the Company may otherwise have and
     shall extend, upon the same terms and conditions,
     to each person, if any, who controls any
     Underwriter within the meaning of the Act; and the
     obligations of the Underwriters under this Section
     8 shall be in addition to any liability which the
     respective Underwriters may otherwise have and
     shall extend, upon the same terms and conditions,
     to each officer and director of the Company and to
     each person, if any, who controls the Company
     within the meaning of the Act.

     9.   (a)  If any Underwriter shall default in its
     obligation to purchase the Designated Securities
     which it has agreed to purchase under the Pricing
     Agreement relating to such Designated Securities,
     the Representatives may in their discretion
     arrange for themselves or another party or other
     parties to purchase such Designated Securities on
     the terms contained herein.  If within thirty-six
     hours after such default by any Underwriter the
     Representatives do not arrange for the purchase of
     such Designated Securities, then the Company shall
     be entitled to a further period of thirty-six
     hours within which to procure another party or
     other parties satisfactory to the Representatives
     to purchase such Designated Securities on such
     terms.  In the event that, within the respective
     prescribed period, the Representatives notify the
     Company that they have so arranged for the
     purchase of such Designated Securities, or the
     Company notifies the Representatives that it has
     so arranged for the purchase of such Designated
     Securities, the Representatives or the Company
     shall have the right to postpone the Time of
     Delivery for such Designated Securities for a
     period of not more than seven days, in order to
     effect whatever changes may thereby be made
     necessary in the Registration Statement or the
     Prospectus as amended or supplemented, or in any
     other documents or arrangements, and the Company
     agrees to file promptly any amendments or
     supplements to the Registration Statement or the
     Prospectus which in the opinion of the
     Representatives may thereby be made necessary.
     The term "underwriter" as used in this Agreement
     shall include any person substituted under this
     Section with like effect as if such person had
     originally been a party to the Pricing Agreement
     with respect to such Designated Securities.

          (b)  If, after giving effect to any
     arrangements for the purchase of the Designated
     Securities of a defaulting Underwriter or
     Underwriters by the Representatives and the
     Company as provided in subsection (a) above, the
     aggregate principal amount of such Designated
     Securities which remains unpurchased does not
     exceed one-eleventh of the aggregate principal
     amount of the Designated Securities, then the
     Company shall have the right to require each
     non-defaulting Underwriter to purchase the
     principal amount of Designated Securities which
     such Underwriter agreed to purchase under the
     Pricing Agreement relating to such Designated
     Securities and, in addition, to require each
     non-defaulting Underwriter to purchase its pro
     rata share (based on the principal amount of
     Designated Securities which such Underwriter
     agreed to purchase under such Pricing Agreement)
     of the Designated Securities of such defaulting
     Underwriter or Underwriters for which such
     arrangements have not been made; but nothing
     herein shall relieve a defaulting Underwriter from
     liability for its default.

          (c)  If, after giving effect to any
     arrangements for the purchase of the Designated
     Securities of a defaulting Underwriter or
     Underwriters by the Representatives and the
     Company as provided in subsection (a) above, the
     aggregate principal amount of Designated
     Securities which remains unpurchased exceeds
     one-eleventh of the aggregate principal amount of
     the Designated Securities, as referred to in
     subsection (b) above, or if the Company shall not
     exercise the right described in subsection (b)
     above to require non-defaulting Underwriters to
     purchase Designated Securities of a defaulting
     Underwriter or Underwriters, then the Pricing
     Agreement relating to such Designated Securities
     shall thereupon terminate, without liability on
     the part of any non-defaulting Underwriter or the
     Company, except for the expenses to be borne by
     the Company and the Underwriters as provided in
     Section 6 hereof and the indemnity and
     contribution agreements in Section 8 hereof; but
     nothing herein shall relieve a defaulting
     Underwriter from liability for its default.

     10.  The respective indemnities, agreements,
representations, warranties and other statements of the
Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain
in full force and effect, regardless of any
investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the
Company, and shall survive delivery of and payment for
the Securities.

     11.  If any Pricing Agreement shall be terminated
pursuant to Section 9 hereof, the Company shall not
then be under any liability to any Underwriter with
respect to the Designated Securities covered by such
Pricing Agreement except as provided in Sections 6 and
8 hereof; but, if for any other reason Designated
Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse
the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery
of such Designated Securities, but the Company shall
then be under no further liability to any Underwriter
with respect to such Designated Securities except as
provided in Sections 6 and 8 hereof.

     12.  In all dealings hereunder, the
Representatives of the Underwriters of Designated
Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by
such Representatives jointly or by such of the
Representatives, if any, as may be designated for such
purpose in the Pricing Agreement.

     All statements, requests, notices and agreements
hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the
Representatives as set forth in the Pricing Agreement;
and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of
the Company set forth in the Registration Statement:
Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address
will be supplied to the Company by the Representatives
upon request.  Any such statements, requests, notices
or agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement
shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and
directors of the Company and each person who controls
the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement or any such
Pricing Agreement.  No purchaser of any of the
Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

     14.  Time shall be of the essence of each Pricing
Agreement.  As used herein, "business day" shall mean
any day when the Commission's office in Washington,
D.C.  is open for business.

     15.  This Agreement and each Pricing Agreement
shall be governed by and construed in accordance with
the laws of the State of New York.

     16.  This Agreement and each Pricing Agreement may
be executed by any one or more of the parties hereto
and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
respective counterparts shall together constitute one
and the same instrument.
     If the foregoing is in accordance with your
understanding, please sign and return to us five
counterparts hereof.


                                   Very truly yours,

                                   Pentair, Inc.



                                   By:
                                   Name:
                                   Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc One Capital Markets, Inc.




By:
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters





                                                          ANNEX I


          Louis L. Ainsworth, Esq., General Counsel of
the Company, shall have furnished to the
Representatives his written opinion, dated the Time of
Delivery for such Designated Securities, in form and
substance satisfactory to the Representatives, to the
effect that:

          (i)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus as amended or
     supplemented;

          (ii) The Company has an authorized
     capitalization as set forth in the Prospectus as
     amended or supplemented, and all of the issued
     shares of capital stock of the Company have been
     duly and validly authorized and issued and are
     fully paid and non-assessable;

          (iii)     To the best of such counsel's
     knowledge and other than as set forth in the
     Prospectus, there are no legal or governmental
     proceedings pending to which the Company or any of
     its subsidiaries is a party or of which any
     property of the Company or any of its subsidiaries
     is the subject which will, in such counsel's
     reasonable belief, individually or in the
     aggregate, have a material adverse effect on the
     business, consolidated financial position,
     stockholders' equity or results of operations of
     the Company and its subsidiaries taken as a whole;
     and, to the best of such counsel's knowledge, no
     such proceedings are threatened by governmental
     authorities or threatened by others;

          (iv) This Agreement and the Pricing Agreement
     with respect to the Designated Securities have
     been duly authorized, executed and delivered by
     the Company;

          (v)  The issue and sale of the Designated
     Securities and the compliance by the Company with
     all of the provisions of the Designated
     Securities, the Indenture, this Agreement and the
     Pricing Agreement with respect to the Designated
     Securities and the consummation of the
     transactions herein and therein contemplated will
     not (i) conflict with or result in a breach or
     violation of any of the terms or provisions of, or
     constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other
     agreement or instrument known to such counsel to
     which the Company or any of its Material
     Subsidiaries is a party or by which the Company or
     any of its Material Subsidiaries is bound or to
     which any of the property or assets of the Company
     or any of its Material Subsidiaries is subject;
     (ii) result in any violation of the provisions of
     the Articles of Incorporation or By-laws of the
     Company or any of its Material Subsidiaries; or
     (iii) result in a violation of any statute or any
     order, rule or regulation known to such counsel
     and applicable to the Company or any of its
     Material Subsidiaries or any of their respective
     properties of any court or governmental agency or
     body having jurisdiction over the Company or any
     of its Material Subsidiaries or any of their
     respective properties (except that such counsel
     need express no opinion with respect to state
     securities laws or Blue Sky laws with respect to
     this paragraph) (and that such opinion shall not
     extend to compliance with the anti-fraud
     provisions of federal or state securities laws);
     except in the case of clauses (i) and (iii) of
     this paragraph, for such conflicts, breaches,
     violations and defaults as are not reasonably
     likely, individually or in the aggregate, to have
     a material adverse effect on the business,
     consolidated financial position, stockholders'
     equity, results of operations, business or
     prospects of the Company and its subsidiaries,
     taken as a whole;

          (vi) The documents incorporated by reference
     in the Prospectus as amended or supplemented
     (other than the financial statements and related
     schedules therein, as to which such counsel need
     express no opinion), when they became effective or
     were filed with the Commission, as the case may
     be, complied as to form in all material respects
     with the requirements of the Act or the Exchange
     Act, as applicable, and the rules and regulations
     of the Commission thereunder; and such counsel has
     no reason to believe that any of such documents,
     when they became effective or were so filed, as
     the case may be, contained, in the case of a
     registration statement which became effective
     under the Act, an untrue statement of a material
     fact or omitted to state a material fact required
     to be stated therein or necessary to make the
     statements therein not misleading, or, in the case
     of other documents which were filed under the Act
     or the Exchange Act with the Commission, an untrue
     statement of a material fact or omitted to state a
     material fact necessary in order to make the
     statements therein, in the light of the
     circumstances under which they were made when such
     documents were so filed, not misleading;

          (vii)     The statements set forth in the
     Prospectus under the captions "Description of Debt
     Securities" and "Description of the Notes,"
     insofar as they purport to constitute a summary of
     the terms of the Designated Securities, and under
     the captions "Plan of Distribution" and
     "Underwriting" insofar as they purport to
     summarize the provisions of the laws and documents
     referred to therein, are accurate summaries and
     fairly present the information called for with
     respect to such matters;

          (viii)    Neither the Company nor any of its
     subsidiaries is in violation of its By-laws or
     Articles of Incorporation or in default in the
     performance or observance of any material
     obligation, agreement, covenant or condition
     contained in any contract, indenture, mortgage,
     loan agreement, note, lease or other instrument to
     which it is a party or by which it or any of its
     properties may be bound; and

          (ix)  The Registration Statement and the
     Prospectus as amended or supplemented and any
     further amendments and supplements thereto made by
     the Company prior to the Time of Delivery for the
     Designated Securities (other than the financial
     statements and related schedules therein, as to
     which such counsel need express no opinion) comply
     as to form in all material respects with the
     requirements of the Act and the Trust Indenture
     Act and the rules and regulations thereunder;
     although they do not assume any responsibility for
     the accuracy, completeness or fairness of the
     statements contained in the Registration Statement
     or the Prospectus, except for those referred to in
     the opinion in subsection (vii) hereof, such
     counsel has no reason to believe that, as of its
     effective date, the Registration Statement or any
     further amendment thereto made by the Company
     prior to the Time of Delivery (other than the
     financial statements, including the notes thereto,
     and related schedules therein, as to which such
     counsel need express no opinion) contained an
     untrue statement of a material fact or omitted to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading or that, as of its date,
     the Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements, including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omitted to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not
     misleading or that, as of the Time of Delivery,
     either the Registration Statement or the
     Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contains an untrue statement of a material fact or
     omits to state a material fact necessary to make
     the statements therein, in the light of the
     circumstances under which they were made, not
     misleading; and they do not know of any amendment
     to the Registration Statement required to be filed
     or any contracts or other documents of a character
     required to be filed as an exhibit to the
     Registration Statement or required to be
     incorporated by reference into the Prospectus as
     amended or supplemented or required to be
     described in the Registration Statement or the
     Prospectus as amended or supplemented which are
     not filed or incorporated by reference or
     described as required.




                                                         ANNEX II



          Henson & Efron, P.A., counsel for the
Company, shall have furnished to the Representatives
their written opinion, dated the Time of Delivery for
such Designated Securities, in form and substance
satisfactory to the Representatives, to the effect
that:

          (i)  The Company has been duly incorporated
     and is validly existing as a corporation in good
     standing under the laws of the State of Minnesota,
     with power and authority (corporate and other) to
     own its properties and conduct its business as
     described in the Prospectus as amended or
     supplemented;

          (ii) The Company has an authorized
     capitalization as set forth in the Prospectus as
     amended or supplemented, and all of the issued
     shares of capital stock of the Company have been
     duly and validly authorized and issued and are
     fully paid and non-assessable;

          (iii)     This Agreement and the Pricing
     Agreement with respect to the Designated
     Securities have been duly authorized, executed and
     delivered by the Company;

          (iv) The Designated Securities have been duly
     authorized, executed, authenticated, issued and
     delivered, and, when paid for in accordance with
     the terms hereof, will constitute valid and
     legally binding obligations of the Company
     entitled to the benefits provided by the Indenture
     and enforceable in accordance with its terms,
     subject, as to enforcement, to bankruptcy,
     insolvency, fraudulent transfer, moratorium,
     reorganization and similar laws of general
     applicability relating to or affecting creditors'
     rights and general equity principles; and the
     Designated Securities and the Indenture conform in
     all material respects to the descriptions thereof
     in the Prospectus as amended or supplemented;

          (v)  The Indenture has been duly authorized,
     executed and delivered by the Company and,
     assuming the due authorization, execution and
     delivery thereof by the Trustee, constitutes a
     valid and legally binding obligation of the
     Company, enforceable against the Company in
     accordance with its terms, subject, as to its
     enforceability, to bankruptcy, insolvency,
     fraudulent transfer, moratorium, reorganization
     and similar laws of general applicability relating
     to or affecting creditors' rights and to general
     equity principles; and the Indenture has been duly
     qualified under the Trust Indenture Act;

          (vi) No consent, approval, authorization,
     order, registration or qualification of or with
     any court or governmental agency or body is
     required to be made by the Company for the issue
     and sale of the Designated Securities or the
     consummation by the Company of the transactions
     contemplated by this Agreement, such Pricing
     Agreement or the Indenture, except such as have
     been obtained under the Act and the Trust
     Indenture Act and such consents, approvals,
     authorizations, orders, registrations or
     qualifications as may be required under state
     securities or Blue Sky laws (as to the
     applicability of which no opinion need be
     expressed) in connection with the purchase and
     distribution of the Designated Securities by the
     Underwriters;

          (vii)     The statements set forth in the
     Prospectus under the captions "Description of Debt
     Securities" and "Description of the Notes,"
     insofar as they purport to constitute a summary of
     the terms of the Designated Securities, and under
     the captions "Plan of Distribution" and
     "Underwriting," insofar as they purport to
     summarize the provisions of the laws and documents
     referred to therein, are accurate summaries and
     fairly present the information called for with
     respect to such matters;

          (viii)    The Company is not an "investment
     company," or an entity "controlled" by an
     "investment company, " as such term is defined in
     the Investment Company Act;

          (ix) The issue and sale of the Designated
     Securities and the compliance by the Company with
     all of the provisions of the Designated
     Securities, the Indenture, this Agreement and the
     Pricing Agreement with respect to the Designated
     Securities and the consummation of the
     transactions herein and therein contemplated will
     not (i) conflict with or result in a breach or
     violation of any of the terms or provisions of, or
     constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other
     agreement or instrument known to such counsel to
     which the Company or any of its Material
     Subsidiaries is a party or by which the Company or
     any of its Material Subsidiaries is bound or to
     which any of the property or assets of the Company
     or any of its Material Subsidiaries is subject;
     (ii) result in any violation of the provisions of
     the Articles of Incorporation or By-laws of the
     Company or any of its Material Subsidiaries
     incorporated within the United States; or (iii)
     result in a violation of any statute or any order,
     rule or regulation known to such counsel and
     applicable to the Company or any of its Material
     Subsidiaries or any of their respective properties
     of any court or governmental agency or body having
     jurisdiction over the Company or any of its
     Material Subsidiaries or any of their respective
     properties (except that such counsel need express
     no opinion with respect to state securities laws
     or Blue Sky laws with respect to this paragraph)
     (and that such opinion shall not extend to
     compliance with the anti-fraud provisions of
     federal or state securities laws); except in the
     case of clauses (i) and (iii) of this paragraph,
     for such conflicts, breaches, violations and
     defaults as are not reasonably likely,
     individually or in the aggregate, to have a
     material adverse effect on the business,
     consolidated financial position, stockholders'
     equity, results of operations, business or
     prospects of the Company and its subsidiaries,
     taken as a whole.  In rendering the opinion set
     forth in clause (i) of this paragraph, we have,
     with your approval relied without investigation,
     on a certificate of the Treasurer of the Company,
     which includes calculations of the Company, as to
     the Company's compliance with the financial ratios
     and tests, which certificate is attached hereto;

          (x)  The documents incorporated by reference
     in the Prospectus as amended or supplemented
     (other than the financial statements and related
     schedules therein, as to which such counsel need
     express no opinion), when they became effective or
     were filed with the Commission, as the case may
     be, complied as to form in all material respects
     with the requirements of the Act or the Exchange
     Act, as applicable, and the rules and regulations
     of the Commission thereunder; and nothing has come
     to such counsel's attention that causes it to
     believe that any of such documents, when they
     became effective or were so filed, as the case may
     be, contained, in the case of a registration
     statement which became effective under the Act, an
     untrue statement of a material fact or omitted to
     state a material fact required to be stated
     therein or necessary to make the statements
     therein not misleading, or, in the case of other
     documents which were filed under the Act or the
     Exchange Act with the Commission, an untrue
     statement of a material fact or omitted to state a
     material fact necessary in order to make the
     statements therein, in the light of the
     circumstances under which they were made when such
     documents were so filed, not misleading; and

          (xi)  The Registration Statement and the
     Prospectus as amended or supplemented and any
     further amendments and supplements thereto made by
     the Company prior to the Time of Delivery for the
     Designated Securities (other than the financial
     statements and related schedules therein, as to
     which such counsel need express no opinion) comply
     as to form in all material respects with the
     requirements of the Act and the Trust Indenture
     Act and the rules and regulations thereunder;
     although they do not assume any responsibility for
     the accuracy, completeness or fairness of the
     statements contained in the Registration Statement
     or the Prospectus and nothing has come to such
     counsel's attention that causes it to believe that
     as of its effective date, the Registration
     Statement or any further amendment thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements, including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omitted to state a material fact required to be
     stated therein or necessary to make the statements
     therein not misleading or that, as of its date,
     the Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements, including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contained an untrue statement of a material fact
     or omitted to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not
     misleading or that, as of the Time of Delivery,
     either the Registration Statement or the
     Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by
     the Company prior to the Time of Delivery (other
     than the financial statements including the notes
     thereto, and related schedules therein, as to
     which such counsel need express no opinion)
     contains an untrue statement of a material fact or
     omits to state a material fact necessary to make
     the statements therein, in the light of the
     circumstances under which they were made, not
     misleading; and they do not know of any amendment
     to the Registration Statement required to be filed
     or any contracts or other documents of a character
     required to be filed as an exhibit to the
     Registration Statement or required to be
     incorporated by reference into the Prospectus as
     amended or supplemented or required to be
     described in the Registration Statement or the
     Prospectus as amended or supplemented which are
     not filed or incorporated by reference or
     described as required.



                                                        ANNEX III

                   Pricing Agreement



Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc One Capital Markets, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
                                               September 30, 1999

Ladies and Gentlemen:

          Pentair, Inc., a Minnesota corporation (the
"Company'), proposes, subject to the terms and
conditions stated herein and in the Underwriting
Agreement, dated September 30, 1999 (the "Underwriting
Agreement"), between the Company on the one hand and
Goldman, Sachs & Co., J.P. Morgan Securities Inc. and
Banc One Capital Markets, Inc. on the other hand, to
issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities").  Each
of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the
same extent as if such provisions had been set forth in
full herein; and each of the representations and
warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing
Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus
(as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the
subject of this Pricing Agreement.  Each reference to
the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the
Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such
Section 12 are set forth at the end of Schedule II
hereto.

          An amendment to the Registration Statement,
or a supplement to the Prospectus, as the case may be,
relating to the Designated Securities, in the form
heretofore delivered to you is now proposed to be filed
with the Commission.

          Subject to the terms and conditions set forth
herein and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at
the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such
Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your
understanding, please sign and return to us five
counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between
each of the Underwriters and the Company.  It is
understood that your acceptance of this letter on
behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall
be submitted to the Company for examination upon
request, but without warranty on the part of the
Representatives as to the authority of the signers
thereof.

                                   Very truly yours,

                                   Pentair, Inc.

                                   By:
                                      Name:
                                      Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
J.P. Morgan Securities, Inc.
Banc One Capital Markets, Inc.



By:
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters




                           SCHEDULE I




                                                      Principal
                                                      Amount of
                                                      Designated
                                                      Securities
                                                        to be
                                                      Purchased

Underwriter

Goldman, Sachs & Co.                                   $125,000,000

J.P.Morgan Securities Inc.                               75,000,000

Banc One Capital Markets, Inc.                           50,000,000

  Total                                                $250,000,000






                          SCHEDULE II



Title of Designated Securities:
     7.85% Senior Notes due 2009

Aggregate principal amount:
     $250,000,000

Price to Public:
     99.743% of the principal amount of the Designated
     Securities, plus accrued interest, if any, from
     October 5, 1999

Purchase Price by Underwriters:
     99.093% of the principal amount of the Designated
     Securities, plus accrued interest from October 5,
     1999

Form of Designated Securities:
     Book-entry only form represented by one or more
     global securities deposited with The Depository
     Trust Company or its designated custodian

Specified funds for payment of purchase price:
     Federal (same day) funds

Time of Delivery:
     9:30 a.m. (New York City time), October 5, 1999

Indenture:
     Indenture dated June 1, 1999 between the Company
     and U.S. Bank Trust National Association, as
     Trustee

Maturity:
     October 15, 2009

Interest Rate:
     7.85%

Interest Payment Dates:
     April 15 and October 15, commencing April 15, 2000

Redemption Provisions:
     Applicable--See Prospectus Supplement dated
     September 30, 1999

Sinking Fund Provisions:
     No sinking fund provisions

Extendable provisions:
     No extendable provisions

Floating rate provisions:
     No floating rate provisions

Defeasance provisions:
     Applicable--See Prospectus Supplement dated
September 30, 1999

Closing location for delivery of Designated Securities:
     Henson & Efron, P.A., Minneapolis, Minnesota

Additional Closing Conditions:
     None

Names and addresses of Representatives:
     Goldman, Sachs & Co.
     85 Broad Street
     New York, N.Y. 10004

     J.P. Morgan Securities Inc.
     60 Wall Street
     New York, New York 10260-0060

     Banc One Capital Markets, Inc.
     One First National Plaza
     Chicago, Illinois 60670

Other Terms:
     None




                                                         ANNEX IV


     Pursuant to Section 7(d) of the Underwriting
Agreement, the accountants shall furnish letters to the
Underwriters to the effect that:

          (i)  They are independent certified public
     accountants with respect to the Company and its
     subsidiaries within the meaning of the Act and the
     applicable rules and regulations adopted by the
     Commission;

          (ii) In their opinion, the financial
     statements and any supplementary financial
     information and schedules audited (and, if
     applicable, financial forecasts and/or pro forma
     financial information) examined by them and
     included or incorporated by reference in the
     Registration Statement or the Prospectus comply as
     to form in all material respects with the
     applicable accounting requirements of the Act or
     the Exchange Act, as applicable, and the related
     rules and regulations; and, if applicable, they
     have made a review in accordance with standards
     established by the American Institute of Certified
     Public Accountants of the consolidated interim
     financial statements, including the notes thereto,
     selected financial data, pro forma financial
     information, financial forecasts and/or condensed
     financial statements derived from audited
     financial statements of the Company for the
     periods specified in such letter, as indicated in
     their reports thereon, copies of which have been
     furnished to the representative or representatives
     of the Underwriters (the "Representatives") such
     term to include an Underwriter or Underwriters who
     act without any firm being designated as its or
     their representatives;

          (iii)     They have made a review in
     accordance with standards established by the
     American Institute of Certified Public Accountants
     of the unaudited condensed consolidated statements
     of income, consolidated balance sheets and
     consolidated statements of cash flows included in
     the Prospectus and/or included in the Company's
     quarterly report on Form 10-Q incorporated by
     reference into the Prospectus as indicated in
     their reports thereon copies of which are attached
     to such letters; and on the basis of specified
     procedures including inquiries of officials of the
     Company who have responsibility for financial and
     accounting matters regarding whether the unaudited
     condensed consolidated financial statements
     referred to in paragraph (vi)(A)(i) below comply
     as to form in all material respects with the
     applicable accounting requirements of the Act and
     the Exchange Act and the related rules and
     regulations, nothing came to their attention that
     caused them to believe that the unaudited
     condensed consolidated financial statements do not
     comply as to form in all material respects with
     the applicable accounting requirements of the Act
     and the Exchange Act and the related rules and
     regulations adopted by the Commission;

          (iv) The unaudited selected financial
     information with respect to the consolidated
     results of operations and financial position of
     the Company for the five most recent fiscal years
     included in the Prospectus and included or
     incorporated by reference in Item 6 of the
     Company's Annual Report on Form 10-K for the most
     recent fiscal year agrees with the corresponding
     amounts (after restatement where applicable) in
     the audited consolidated financial statements for
     five such fiscal years included or incorporated by
     reference in the Company's Annual Reports on Form
     10-K for such fiscal years;

          (v)  They have compared the information in
     the Prospectus under selected captions with the
     disclosure requirements of Regulation S-K and on
     the basis of limited procedures specified in such
     letter nothing came to their attention as a result
     of the foregoing procedures that caused them to
     believe that this information does not conform in
     all material respects with the disclosure
     requirements of Items 301, 302, 402 and 503(d),
     respectively, of Regulation S-K;

          (vi) On the basis of limited procedures, not
     constituting an examination in accordance with
     generally accepted auditing standards, consisting
     of a reading of the unaudited financial statements
     and other information referred to below, a reading
     of the latest available interim financial
     statements of the Company and its subsidiaries,
     inspection of the minute books of the Company and
     its subsidiaries since the date of the latest
     audited financial statements included or
     incorporated by reference in the Prospectus,
     inquiries of officials of the Company and its
     subsidiaries responsible for financial and
     accounting matters and such other inquiries and
     procedures as may be specified in such letter,
     nothing came to their attention that caused them
     to believe that:

               (A)  (i) the unaudited condensed
          consolidated statements of income,
          consolidated balance sheets and consolidated
          statements of cash flows included in the
          Prospectus and/or included or incorporated by
          reference in the Company's Quarterly Reports
          on Form 10-Q incorporated by reference in the
          Prospectus do not comply as to form in all
          material respects with the applicable
          accounting requirements of the Exchange Act
          and the published rules and regulations
          adopted by the Commission, or (ii) any
          material modifications should be made to the
          unaudited condensed consolidated statements
          of income, consolidated balance sheets and
          consolidated statements of cash flows
          included in the Prospectus or included in the
          Company's Quarterly Reports on Form 10-Q
          incorporated by reference in the Prospectus
          for them to be in conformity with generally
          accepted accounting principles;

               (B)  any other unaudited income
          statement data and balance sheet items
          included in the Prospectus do not agree with
          the corresponding items in the unaudited
          consolidated financial statements from which
          such data and items were derived, and any
          such unaudited data and items were not
          determined on a basis substantially
          consistent with the basis for the
          corresponding amounts in the audited
          consolidated financial statements included or
          incorporated by reference in the Company's
          Annual Report on Form 10-K for the most
          recent fiscal year;

               (C)  the unaudited financial statements
          which were not included in the Prospectus but
          from which were derived the unaudited
          condensed financial statements referred to in
          clause (A) and any unaudited income statement
          data and balance sheet items included in the
          Prospectus and referred to in clause (B) were
          not determined on a basis substantially
          consistent with the basis for the audited
          financial statements included or incorporated
          by reference in the Company's Annual Report
          on Form 10-K for the most recent fiscal year;

               (D)  any unaudited pro forma
          consolidated condensed financial statements
          included or incorporated by reference in the
          Prospectus do not comply as to form in all
          material respects with the applicable
          accounting requirements of the Act and the
          rules and regulations adopted by the
          Commission thereunder or the pro forma
          adjustments have not been properly applied to
          the historical amounts in the compilation of
          those statements;

               (E)  as of a specified date not more
          than five days prior to the date of such
          letter, there have been any changes in the
          consolidated capital stock (other than
          issuances of capital stock upon exercise of
          options and stock appreciation rights, upon
          earn-outs of performance shares and upon
          conversions of convertible securities, in
          each case which were outstanding on the date
          of the latest balance sheet included or
          incorporated by reference in the Prospectus)
          or any increase in the consolidated long-term
          debt of the Company and its subsidiaries, or
          any decreases in consolidated net current
          assets or shareholders' equity or other items
          specified by the Representatives, or any
          increases in any items specified by the
          Representatives, in each case as compared
          with amounts shown in the latest balance
          sheet included or incorporated by reference
          in the Prospectus, except in each case for
          changes, increases or decreases which the
          Prospectus discloses have occurred or may
          occur or which are described in such letter;
          and

               (F)  for the period from the date of the
          latest financial statements included or
          incorporated by reference in the Prospectus
          to the specified date referred to in clause
          (E) there were any decreases in consolidated
          net revenues or operating profit or the total
          or per share amounts of consolidated net
          income or other items specified by the
          Representatives, or any increases in any
          items specified by the Representatives, in
          each case as compared with the comparable
          period of the preceding year and with any
          other period of corresponding length
          specified by the Representatives, except in
          each case for increases or decreases which
          the Prospectus discloses have occurred or may
          occur or which are described in such letter;
          and

          (vii)     In addition to the audit referred
     to in their report(s) included or incorporated by
     reference in the Prospectus and the limited
     procedures, inspection of minute books, inquiries
     and other procedures referred to in paragraphs
     (iii) and (vi) above, they have carried out
     certain specified procedures, not constituting an
     audit in accordance with generally accepted
     auditing standards, with respect to certain
     amounts, percentages and financial information
     specified by the Representatives which are derived
     from the general accounting records of the Company
     and its subsidiaries, which appear in the
     Prospectus (excluding documents incorporated by
     reference), or in Part II of, or in exhibits and
     schedules to, the Registration Statement specified
     by the Representatives or in documents
     incorporated by reference in the Prospectus
     specified by the Representatives, and have
     compared certain of such amounts, percentages and
     financial information with the accounting records
     of the Company and its subsidiaries and have found
     them to be in agreement.

     All references in this Annex IV to the Prospectus
shall be deemed to refer to the Prospectus (including
the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of
the letter delivered on the date of the Pricing
Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in
relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of
Delivery for such Designated Securities.




                                                          ANNEX V


                     MATERIAL SUBSIDIARIES


Subsidiary                               Jurisdiction of Incorporation

Delta International Machinery Corp.      Minnesota
Porter-Cable Corporation                 Minnesota
Century Mfg. Co.                         Minnesota
Lincoln Automotive Company               Minnesota
Pentair Pump Group, Inc.                 Minnesota
Fleck Controls, Inc.                     Wisconsin
Lincoln Industrial Corporation           Minnesota
Hoffman Enclosures Inc.                  Minnesota
Schroff, Inc.                            Rhode Island
Schroff K.K.                             Japan
Pentair UK Limited                       United Kingdom
Schroff UK Ltd                           United Kingdom
Pentair Enclosures UK Limited            United Kingdom
WEB Tool & Manufacturing, Inc.           Illinois
EuroPentair CmbH                         Germany
Schroff GmbH                             Germany
Schroff S.A.                             France
Lincoln GmbH Germany                     Germany
FLEX Elektrowerkzeuge GmbH               Germany
WTM, Inc.                                Minnesota
Pentair Canada                           Canada
Essef Corporation                        Ohio
Falcon Manufacturing, Inc.               Delaware
DeVilbiss Air Power Company              Delaware
Pac-Fab, Inc.                            Delaware
Structural Europe NV                     Belgium

EX-4.1

EXHIBIT 4.1



                     PENTAIR, INC.
       $250,000,000 7.85% Senior Notes due 2009

            Officers' Certificate and Company Order

     Pursuant to the Indenture dated as of June 1, 1999
(the  "Indenture"), between Pentair, Inc., a  Minnesota
corporation  (the  "Company"), and U.S.  Bank  National
Association, as Trustee (the "Trustee") and resolutions
adopted by the Company's Board of Directors on June  2,
1999, June 23, 1999 and August 25, 1999, this Officers'
Certificate and Company Order is being delivered to the
Trustee   to  establish  the  terms  of  a  series   of
Securities  in  accordance  with  Section  301  of  the
Indenture,  to establish the form of the Securities  of
such  series  in  accordance with Section  201  of  the
Indenture,  to request the authentication and  delivery
of  the  Securities of such series pursuant to  Section
303  of the Indenture and to comply with the provisions
of  Section  102  of  the  Indenture.   This  Officers'
Certificate shall be treated for all purposes under the
Indenture as a supplemental indenture thereto.

     All  conditions  precedent  provided  for  in  the
Indenture relating to the establishment of (i) a series
of  Securities and (ii) the form of Securities of  such
series have been complied with.

     Capitalized  terms used herein and  not  otherwise
defined herein shall have the meanings assigned to them
in the Indenture.

     A.    Establishment  of  a  series  of  Securities
pursuant to Section 301 of the Indenture.

     There  is  hereby established pursuant to  Section
301 of the Indenture a series of Securities which shall
have the following terms:

          (1)   The  Securities shall  bear  the  title
"7.85% Senior Notes due 2009."

          (2)   The aggregate principal amount  of  the
series  of  Securities to be issued  pursuant  to  this
Officers'  Certificate  and  Company  Order  shall   be
limited   to   $250,000,000  (except   for   Securities
authenticated  and  delivered  upon  registration   of,
transfer  of, or in exchange for, or in lieu of,  other
Securities of such series pursuant to Section 304, 305,
306  and  907  of  the  Indenture and  except  for  any
Securities  which,  pursuant  to  Section  303  of  the
Indenture,  are deemed never to have been authenticated
and delivered thereunder).

          (3)   Interest will be payable to the  Person
in  whose name a Security (or any Predecessor Security)
is  registered at the close of business on the  Regular
Record  Date  (as  defined below) next  preceding  each
Interest  Payment  Date (as defined  below);  provided,
however,  that interest payable on the date of Maturity
of  the  Securities of such series shall be payable  to
the  Person to whom principal shall be payable.  If any
Interest  Payment  Date  or date  of  Maturity  of  the
Securities  falls on a day which is not a Business  Day
(as defined below), the related payment of principal or
interest  shall be made on the next succeeding Business
Day  with the same force and effect as if made  on  the
date such payment was due, and no interest shall accrue
on  the amount so payable for the period from and after
such Interest Payment Date or date of Maturity, as  the
case may be.  "Business Day" shall mean any day that is
not  a Saturday or Sunday and that, in the City of  New
York,  is  not a day on which banking institutions  are
generally authorized or obligated by law to close.

          (4)   The date on which the principal of  the
Securities  is  due and payable shall  be  October  15,
2009.

          (5)   The  Securities shall bear interest  at
the  rate of 7.85% per annum (based upon a 360-day year
of  twelve 30-day months), from October 5, 1999 or from
the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be,
payable  semi-annually on April 15 and  October  15  in
each  year,  commencing  April  15,  2000,  until   the
principal  thereof  is  paid  or  made  available   for
payment.  Each such April 15 and October 15 shall be an
"Interest  Payment Date" for the Securities,  and  each
April  1 and October 1 (whether or not a Business Day),
as  the case may be, next preceding an Interest Payment
Date  for  the Securities shall be the "Regular  Record
Date" for the interest payable on such Interest Payment
Date.

          (6)   Principal of (and premium, if any)  and
interest on the Securities will be payable, and, except
as  provided  in  Section 305  of  the  Indenture  with
respect  to  a  Global Security, the  transfer  of  the
Securities will be registrable and Securities  will  be
exchangeable for Securities bearing identical terms and
provisions at the corporate trust office of  U.S.  Bank
Trust  National Association, in The City of  New  York,
New  York, provided, however, that payment of principal
or interest may be made at the option of the Company by
check mailed to the Person entitled thereto as shown on
the Security Register.

          (7)   The  Securities will be redeemable,  in
whole or in part, at the Company's option, at any time,
at  a  redemption price equal to the greater  of:   (i)
100%  of the principal amount of the Securities  to  be
redeemed, or (ii) as determined by the Quotation  Agent
(as  defined below), the sum of the present  values  of
the  remaining  scheduled  payments  of  principal  and
interest  thereon (not including any  portion  of  such
payments  of  interest  accrued  as  of  the  date   of
redemption) discounted to the redemption date on a semi-
annual  basis  (assuming a 360-day year  consisting  of
twelve 30-day months) at the Adjusted Treasury Rate (as
defined  below)  plus 25 basis points,  plus,  in  each
case,  accrued interest thereon to the redemption date.
For   this  purpose,  the  following  terms  have   the
following meanings:

          $    "Adjusted  Treasury  Rate"  means,  with
               respect to any redemption date, the rate
               per   annum  equal  to  the  semi-annual
               equivalent  yield  to  maturity  of  the
               Comparable  Treasury Issue,  assuming  a
               price  for the Comparable Treasury Issue
               (expressed  as  a  percentage   of   its
               principal   amount)   equal    to    the
               Comparable  Treasury  Price   for   such
               redemption date.

          $    "Comparable Treasury Issue"  means,  the
               United States Treasury security selected
               by   a  Quotation  Agent  as  having   a
               maturity  comparable  to  the  remaining
               term  of  the Securities to be  redeemed
               that  would be utilized, at the time  of
               selection   and   in   accordance   with
               customary financial practice, in pricing
               new  issues of corporate debt securities
               of  comparable maturity to the remaining
               term of the Securities.

          $    "Comparable Treasury Price" means,  with
               respect to any redemption date: (i)  the
               average of the Reference Treasury Dealer
               Quotations  for  such  redemption  date,
               after  excluding the highest and  lowest
               such     Reference    Treasury    Dealer
               Quotations,  or  (ii)  if  the   Trustee
               obtains  fewer than three such Reference
               Treasury Dealer Quotations, the  average
               of  all  such Reference Treasury  Dealer
               Quotations.

          $    "Quotation  Agent" means  the  Reference
               Treasury Dealer appointed by the Trustee
               after consultation with the Company.

          $    "Reference  Treasury Dealer" means:  (i)
               Goldman,  Sachs & Co. and its respective
               successors; provided, however,  that  if
               the  foregoing  shall  cease  to  be   a
               primary   U.S.   Government   securities
               dealer  in  New  York City  (a  "Primary
               Treasury  Dealer"),  the  Company  shall
               substitute   therefor  another   Primary
               Treasury  Dealer;  and  (ii)  any  other
               Primary Treasury Dealer selected by  the
               Trustee  after  consultation  with   the
               Company.

          $    "Reference  Treasury Dealer  Quotations"
               means,  with  respect to each  Reference
               Treasury Dealer and any redemption date,
               the   average,  as  determined  by   the
               Trustee, of the bid and asked prices for
               the     Comparable    Treasury     Issue
               (expressed,   in   each   case,   as   a
               percentage  of  its  principal   amount)
               quoted in writing to the Trustee by such
               Reference  Treasury Dealer at 5:00  p.m.
               on the third Business Day preceding such
               redemption date.

          A  notice  of  redemption will be  mailed  at
least  30  days  but not more than 60 days  before  the
redemption date to each Holder of the Securities to  be
redeemed,  at  each such Holder's address appearing  in
the Security Registrar.

          Unless the Company defaults in payment of the
redemption  price,  on and after the  redemption  date,
interest  will  cease to accrue on  the  Securities  or
portions thereof called for redemption.

          (8)   The  Company shall not be obligated  to
redeem  or  purchase  any Securities  pursuant  to  any
sinking  fund or analogous provisions or at the  option
of the Holder.

          (9)   The  Securities will be issued only  in
denominations  of $1,000 and any integral  multiple  of
$1,000 in excess thereof.

          (10)  Payments of principal of (and  premium,
if any) and interest on the Securities shall be payable
in the currency of the United States of America.

          (11)  The Securities shall be subject to  the
Events  of Default specified in Section 501, paragraphs
(1) through (7), of the Indenture.

          (12)  The Securities shall be subject to  the
covenants  and  definitions set forth in the  Indenture
and on Exhibit A attached hereto.

          (13)  The portion of the principal amount  of
the  Securities which shall be payable upon declaration
of  acceleration of Maturity thereof shall not be  less
than the principal amount thereof.

          (14) The amount of payments of principal (and
premium, if any) or interest on the Securities will not
be determined with reference to an index.

          (15)(a)  The Securities  will
be  deposited  with,  or on behalf of,  The  Depository
Trust  Company, New York, New York, as Depositary,  and
will  be  represented by a global security  (a  "Global
Security") registered in the name of a nominee  of  the
Depositary.   So long as the Depositary or its  nominee
is  the  registered holder of any Global Security,  the
Depositary or its nominee, as the case may be, will  be
considered   the   sole  Holder   of   the   Securities
represented  by such Global Security for  all  purposes
under the Indenture and the Securities.

          (b)   Other than as set forth in Section  305
of   the   Indenture,  the  Securities  shall  not   be
exchangeable  for any other securities or transferrable
to a Person other than the Depository or its nominee.

          (16)(a)  The Securities shall
be  denominated,  and  payments of  principal  of  (and
premium, if any) and interest on the Securities of such
series will be made, in United States dollars.

          (b)   The defeasance provisions set forth  in
Sections  403  of  the Indenture  shall  apply  to  the
Securities.

          (17)  The  Securities shall have  such  other
terms  and  provisions  as are  provided  in  the  form
thereof set forth in Exhibit B hereto.

     B.   Establishment of Forms of Securities Pursuant
to Section 201 of Indenture.

     It  is hereby established pursuant to Section  201
of  the Indenture that the Global Security representing
the  Securities  shall  be substantially  in  the  form
attached as Exhibit B hereto.

     C.    Order for the Authentication and Delivery of
Securities Pursuant to Section 303 of the Indenture.

     It  is  hereby ordered pursuant to Section 303  of
the  Indenture  that the Trustee authenticate,  in  the
manner provided by the Indenture, the Securities in the
aggregate  principal amount of $250,000,000  registered
in  the name of Cede & Co., which Securities have  been
heretofore duly executed by the proper officers of  the
Company  and  delivered  to  you  as  provided  in  the
Indenture, and to deliver said authenticated Securities
to  or on behalf of The Depository Trust Company on  or
before 9:30 a.m., Eastern Standard Time, on October  5,
1999.
 .
     D.   Other Matters.

     Attached as Exhibit C hereto are true and  correct
copies of resolutions adopted by the Board of Directors
of  the  Company at meetings on June 2, 1999, June  23,
1999  and  August 25, 1999; such resolutions  have  not
been  further amended, modified or rescinded and remain
in  full force and effect; and such resolutions are the
only  resolutions  or  other  action  adopted  by   the
Company's  Board of Directors or any committee  thereof
relating to the offering and sale of the Securities.

     The undersigned Executive Vice President and Chief
Financial Officer and Senior Vice President and General
Counsel,  respectively, being "designated officers"  as
defined in the resolutions of the Board of Directors of
the  Company adopted at a meeting on August  25,  1999,
each  certifies that he has approved the terms  of  the
Securities  as set forth in this Officers'  Certificate
and Company Order, all in accordance with the authority
of such officer pursuant to such resolutions.

     The  undersigned have read Sections 102, 201,  301
and   303   of  the  Indenture  including  the  related
definitions  contained therein.  The  undersigned  have
examined  the  resolutions  adopted  by  the  Board  of
Directors  of  the Company referred to above.   In  the
opinion  of the undersigned, the undersigned have  made
such examination or investigation referred to above  as
is  necessary to enable the undersigned to  express  an
informed  opinion as to whether or not  the  conditions
precedent  to  the (i) establishment of the  series  of
Securities,  (ii)  establishment of the  form  of  such
series  of  Securities  and  (iii)  authentication  and
delivery of such series of Securities, contained in the
Indenture  have been complied with.  In the opinion  of
the  undersigned,  such conditions have  been  complied
with.


     IN  WITNESS WHEREOF, the undersigned have executed
this Certificate this 5th day of  October, 1999.



                              _________________________
                              Richard     W.    Ingman,
                              Executive Vice President,
                              and    Chief    Financial
                              Officer



                              Louis    L.    Ainsworth,
                              Senior Vice President and
                              General Counsel






                              EXHIBIT A
               ADDITIONAL DEFINITIONS AND COVENANTS

A.   ADDITIONAL DEFINITIONS:

     "Consolidated  Shareholders  Equity"   means   the
consolidated  shareholders'  equity  as  shown  on  the
Company's  most  recent reported  consolidated  balance
sheet   and   computed  in  accordance  with  generally
accepted accounting principles.

     The number "$10,000,000" is hereby inserted in the
blank in the definition of "Principal Property."

B.   ADDITIONAL COVENANTS:

     For   purposes   of  the  series   of   Securities
established  by this Officers' Certificate and  Company
Order, Sections 1007 and 1008 of the Indenture shall be
replaced in their entirety by the following:

SECTION 1007.  Restriction on Secured Debt.

(a)   The Company will not itself, and will not  permit
any  Restricted Subsidiary to, incur, issue, assume  or
guarantee any notes, bonds, debentures or other similar
evidences  of  indebtedness for money borrowed  (notes,
bonds,   debentures  or  other  similar  evidences   of
indebtedness  for money borrowed being  hereinafter  in
this  Article called "Debt"), secured by pledge of,  or
mortgage or other lien on, any Principal Property,  now
owned  or  hereafter  owned  by  the  Company  or   any
Restricted Subsidiary, or any shares of stock  or  Debt
of  any  Restricted Subsidiary held by or owed  to  the
Company  (any such pledges, mortgages and  other  liens
being  hereinafter  in this Article  called  "Lien"  or
"Liens"),  without  effectively  providing   that   the
Securities  of  each series then Outstanding  (together
with, if the Company shall so determine, any other Debt
of  the  Company  or  such Restricted  Subsidiary  then
existing or thereafter created which is not subordinate
to  the  Securities  of each series  then  Outstanding)
shall be secured equally and ratably with (or prior to)
such  secured Debt, so long as such secured Debt  shall
be  so  secured; provided, however, that  this  Section
shall  not  apply to, and there shall be excluded  from
secured  Debt  in any computation under  this  Section,
Debt secured by:

          (1)   Liens  existing on  the  date  of  this
     Indenture;

          (2)    Liens   on   any  Principal   Property
     acquired,  constructed or improved by the  Company
     or  any  Restricted Subsidiary after the  date  of
     this   Indenture  which  are  created  or  assumed
     contemporaneously    with    such     acquisition,
     construction  or improvement, or within  120  days
     before  or after the completion thereof, to secure
     or  provide for the payment of all or any part  of
     the  cost  of  such acquisition,  construction  or
     improvement    (including   related   expenditures
     capitalized  for  Federal income tax  purposes  in
     connection therewith) incurred after the  date  of
     the Indenture;

          (3)  Liens of or upon any property, shares of
     capital  stock  or Debt existing at  the  time  of
     acquisition    thereof,   whether    by    merger,
     consolidation,   purchase,  lease   or   otherwise
     (including  Liens of or upon property,  shares  of
     capital  stock  or indebtedness of  a  corporation
     existing  at the time such corporation  becomes  a
     Restricted Subsidiary);
          (4)   Liens  in favor of the Company  or  any
     Restricted Subsidiary;

          (5)   Liens in favor of the United States  of
     America  or  any State thereof, or any department,
     agency or instrumentality or political subdivision
     of  the  United  States of America  or  any  State
     thereof  or political entity affiliated therewith,
     or in favor of any other country, or any political
     subdivision thereof, to secure partial,  progress,
     advance  or  other payments, or other obligations,
     pursuant  to any contract or statute or to  secure
     any Debt incurred for the purpose of financing all
     or any part of the cost of acquiring, constructing
     or  improving the property subject to  such  Liens
     (including  Liens  incurred  in  connection   with
     pollution  control, industrial revenue or  similar
     financings);

          (6)    Liens   imposed  by   law,   such   as
     mechanics', workmen's, repairmen's, materialmen's,
     carriers',  warehousemen's,  vendors'   or   other
     similar  liens arising in the ordinary  course  of
     business,  or  governmental  (federal,  state   or
     municipal) liens arising out of contracts for  the
     sale of products or services by the Company or any
     Restricted  Subsidiary, or deposits or pledges  to
     obtain the release of any of the foregoing;

          (7)   pledges  or  deposits  under  workmen's
     compensation laws or similar legislation and Liens
     of  judgments  thereunder which are not  currently
     dischargeable,   or   good   faith   deposits   in
     connection  with  bids, tenders, contracts  (other
     than  for the payment of money) or leases to which
     the  Company  or  any Restricted Subsidiary  is  a
     party,  or  deposits to secure public or statutory
     obligations  of  the  Company  or  any  Restricted
     Subsidiary,   or   deposits  in  connection   with
     obtaining  or  maintaining  self-insurance  or  to
     obtain  the  benefits of any  law,  regulation  or
     arrangement pertaining to unemployment  insurance,
     old  age  pensions,  social  security  or  similar
     matters, or deposits of cash or obligations of the
     United  States of America to secure surety, appeal
     or  customs  bonds  to which the  Company  or  any
     Restricted  Subsidiary is a party, or deposits  in
     litigation or other proceedings such as,  but  not
     limited to, interpleader proceedings;

          (8)   Liens created by or resulting from  any
     litigation  or  other proceeding  which  is  being
     contested    in   good   faith   by    appropriate
     proceedings,  including  Liens  arising   out   of
     judgments  or  awards against the Company  or  any
     Restricted  Subsidiary with respect to  which  the
     Company  or such Restricted Subsidiary is in  good
     faith  prosecuting  an appeal or  proceedings  for
     review;  or Liens incurred by the Company  or  any
     Restricted Subsidiary for the purpose of obtaining
     a   stay  or  discharge  in  the  course  of   any
     litigation  or  other  proceeding  to  which   the
     Company or such Restricted Subsidiary is a party;

          (9)   Liens  for  taxes  or  assessments   or
     governmental  charges or levies  not  yet  due  or
     delinquent,  or  which  can  thereafter  be   paid
     without  penalty, or which are being contested  in
     good faith by appropriate proceedings;

          (10) Liens consisting of easements, rights-of-
     way, zoning restrictions, restrictions on the  use
     of  real  property, and defects and irregularities
     in  the title thereto, landlords' liens and  other
     similar  liens and encumbrances which, other  than
     liens  resulting  from action of any  governmental
     authority,  do not interfere materially  with  the
     use   of  the  property  covered  thereby  in  the
     ordinary course of the business of the Company  or
     such  Restricted Subsidiary and  do  not,  in  the
     opinion  of  the Company, materially detract  from
     the value of such properties; or

          (11)  any  extension, renewal or  replacement
     (or    successive    extensions,    renewals    or
     replacements), as a whole or in part, of any  Lien
     referred to in the foregoing clauses (1) to  (10),
     inclusive;  provided,  that  (i)  such  extension,
     renewal  or  replacement Lien shall be limited  to
     all  or  a  part of the same property,  shares  of
     stock  or  Debt  that secured the  Lien  extended,
     renewed  or  replaced (plus improvements  on  such
     property)  and (ii) the Debt secured by such  Lien
     at such time is not increased.

     (b)  Notwithstanding the restrictions contained in
subdivision  (a) of this Section, the Company  and  its
Restricted  Subsidiaries, or any of  them,  may  incur,
issue,  assume  or  guarantee  Debt  secured  by  Liens
without equally and ratably securing the Securities  of
each  series  then Outstanding, provided, that  at  the
time  of  such  incurrence,  issuance,  assumption   or
guarantee,  after  giving effect  thereto  and  to  the
retirement  of  any  Debt which is  concurrently  being
retired,  the aggregate amount of all outstanding  Debt
secured  by  Liens which could not have been  incurred,
issued,  assumed  or guaranteed by  the  Company  or  a
Restricted  Subsidiary  without  equally  and   ratably
securing the Securities of each series then Outstanding
except  for  the  provisions of this  subdivision  (b),
together  with the aggregate amount of all Attributable
Debt incurred pursuant to Section 1008(b), does not  at
such  time  exceed  7.5% of Consolidated  Shareholders'
Equity.

SECTION   1008.   Restriction  on  Sale  and  Leaseback
Transactions.

     (a)   The Company will not itself, and it will not
permit  any  Restricted Subsidiary to, enter  into  any
arrangement with any bank, insurance company  or  other
lender  or investor (not including the Company  or  any
Subsidiary) or to which any such lender or investor  is
a  party, providing for the leasing by the Company or a
Restricted Subsidiary for a period, including renewals,
in  excess  of  three  years of any Principal  Property
which  has been or is to be sold or transferred by  the
Company or any Restricted Subsidiary to such lender  or
investor  or to any person to whom funds have  been  or
are  to  be advanced by such lender or investor on  the
security of such Principal Property (herein referred to
as a "Sale and Leaseback Transaction") unless either:

          (1)    the   Company   or   such   Restricted
     Subsidiary  would, at the time  of  entering  into
     such arrangement, be entitled, without equally and
     ratably  securing the Securities  of  each  series
     then  Outstanding, to incur Debt secured by a Lien
     on  such property, pursuant to paragraphs  (1)  to
     (11), inclusive, of Section 1007; or

          (2)   the  Company within 120 days after  the
     sale  or  transfer  shall have been  made  by  the
     Company or by a Restricted Subsidiary, applies  an
     amount  equal  to  the  greater  of  (i)  the  net
     proceeds  of  the  sale of the Principal  Property
     sold  and leased back pursuant to such arrangement
     or  (ii)  the  fair market value of the  Principal
     Property  so sold and leased back at the  time  of
     entering  into such arrangement (as determined  by
     any  two of the following: the Chairman or a  Vice
     Chairman   of  the  Board  of  the  Company,   its
     President, its Chief Financial Officer,  its  Vice
     President  of  Finance,  its  Treasurer   or   its
     Controller)  to the retirement of Funded  Debt  of
     the  Company;  provided, that  the  amount  to  be
     applied  to the retirement of Funded Debt  of  the
     Company  shall  be  reduced by (A)  the  principal
     amount of any Securities delivered within 120 days
     after such sale to the Trustee for retirement  and
     cancellation,  and  (B) the  principal  amount  of
     Funded  Debt,  other than Securities,  voluntarily
     retired by the Company within 120 days after  such
     sale.     Notwithstanding   the   foregoing,    no
     retirement  referred to in this clause (a)(2)  may
     be  effected by payment at Maturity or pursuant to
     any  mandatory sinking fund payment  or  mandatory
     prepayment provision.

     (b)  Notwithstanding the restrictions contained in
subdivision  (a) of this Section, the Company  and  its
Restricted Subsidiaries, or any of them, may enter into
a Sale and Leaseback Transaction, provided, that at the
time  of such transaction, after giving effect thereto,
the  aggregate  amount  of  all  Attributable  Debt  in
respect of Sale and Leaseback Transactions existing  at
such time which could not have been entered into except
for  the  provisions of this subdivision (b),  together
with  the  aggregate  amount of  all  outstanding  Debt
incurred pursuant to Section 1007(b), does not at  such
time exceed 7.5% of Consolidated Shareholders' Equity.

     (c)  A Sale and Leaseback Transaction shall not be
deemed to result in the creation of a Lien.


                       EXHIBIT B
                FORM OF GLOBAL SECURITY








                       EXHIBIT C

     RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS


           RESOLUTIONS ADOPTED JUNE 2, 1999


     WHEREAS,    as   a   result  of  two   prospective
acquisitions  which are contemplated to  occur  in  the
third  quarter of 1999, Essef Corporation and DeVilbiss
Air  Power  Company,  or additional acquisitions  which
might  be  undertaken by Pentair in the next two  years
(together,  the "Acquisitions"), Pentair  will  require
additional debt and equity capital;

      WHEREAS, Pentair management has advised the Board
of Directors that a public offering, through the filing
of a shelf registration statement on Form S-3, of up to
$700,000,000  of its Common Stock, par value  $.16  2/3
per share (the "Shares") and debt securities (the "Debt
Securities")  of  the  Company  (the  Shares  and  Debt
Securities together referred to as the "Securities") in
order to finance or refinance the Acquisitions would be
in the Company's best interests;

     WHEREAS,  the  Company intends to  retain  Goldman
Sachs  & Co. and J.P. Morgan & Co. as lead underwriters
in  connection  with  the  issuance  and  sale  of  the
Securities   (   the  "Underwriters")  on   terms   and
conditions  to  be  determined  at  the  time  of  each
offering of Securities; and

     WHEREAS, the Board of Directors believes that  the
proposed  public offering of Securities by the  Company
is  appropriate for Pentair's financial  needs  arising
out  of  the  Acquisitions and would  be  in  the  best
interests of itself and its shareholders;

     NOW, THEREFORE, BE IT HEREBY

     RESOLVED, that the Company is hereby authorized to
issue at one time or from time to time within the  next
two years up to an aggregate amount of $700,000,000  of
Securities  (the "Maximum Aggregate Offering  Amount"),
including, without  limitation, up to 10,000,000 Shares
and up to $500,000,000 in original principal amount  of
Debt Securities; and be it

     RESOLVED, that Pentair officers authorized to  act
for  the  Company  in connection with the  transactions
contemplated in this resolution ("designated officers")
shall be any one or more of the following:

     Winslow   H.   Buxton         Chairman/Chief Executive Officer
     Joseph R. Collins             Vice Chairman
     Richard W. Ingman             Executive Vice
                                   President/Chief
                                   Financial Officer
     Louis L. Ainsworth            Senior Vice
                                   President/General
                                   Counsel

and be it further
     RESOLVED, that the Company, through the designated
officers, is hereby authorized and empowered to perform
all  acts  necessary or appropriate for the preparation
and  filing  by  the  Company of a  shelf  Registration
Statement  on  Form S-3 (the "Registration  Statement")
for the registration of the Securities to be filed with
the    Securities   and   Exchange   Commission    (the
"Commission")  on  behalf  of  the  Company  after  the
designated  officers  have  approved  the  Registration
Statement   in  substantially  its  final   form,   the
execution and delivery thereof by any of such  officers
on   behalf  of  the  Company  constituting  conclusive
evidence of such approval; and be it further

     RESOLVED,  that  the  amount  and  terms  of   the
Securities  to  be issued from time to time  under  the
Registration  Statement (up to  the  Aggregate  Maximum
Offering  Amount)  shall  be  those  approved  by   the
designated  officers, following consultation  with  the
members  of the Finance and Investment Policy Committee
of  the  Board of Directors (the "Committee"),  as  set
forth  in one or more Prospectus Supplements applicable
to  the  Securities being offered, the filing  of  such
Supplement  with the Securities and Exchange Commission
constituting conclusive evidence of such approval;  and
be it further

     RESOLVED,   that  Louis  L.  Ainsworth  is  hereby
designated  as  agent for service on the  Company  with
respect  to the Registration Statement with the  powers
conferred upon such person by the Act and the rules and
regulations of the Commission issued thereunder; and be
it further

     RESOLVED,  that the designated officers are hereby
authorized and directed to prepare, execute,  and  file
with the Commission in the name of and on behalf of the
Company   such   amendment   or   amendments   to   the
Registration    Statement,   including   post-effective
amendments, and supplements to the prospectus contained
in   the  Registration  Statement,  as  may,  in  their
opinion,  be necessary or advisable in connection  with
the  transactions contemplated in these resolutions and
the   Registration  Statement,  and  also  to  prepare,
execute,  and  deliver to or file with the  Commission,
the  National Association of Securities Dealers,  Inc.,
the   New   York   Stock  Exchange,  state   securities
commissions, the underwriters, or any other  agency  or
persons  connected with such transactions, in the  name
of  and  on  behalf of the Company, such  certificates,
documents,  letters, undertakings, or other instruments
as  they  or counsel for the Company deem necessary  or
advisable in connection with the consummation  of  such
transactions; and be it further

     RESOLVED,   that  the  designated   officers,   in
consultation  with  the Committee, are  authorized  and
empowered to negotiate with the representatives of  the
Underwriters   the  form,  terms,  and  conditions   of
underwriting  agreement(s) providing for  the  purchase
and  sale  of  Securities by the Underwriters  and  are
authorized  to  execute  and deliver  the  underwriting
agreement(s)  with  such  changes  as  they,  in  their
discretion,  deem necessary and to execute and  deliver
the  final form of the underwriting agreement(s) in the
name  of  and  on behalf of the Company, including  the
determination  of  the number of  Shares  or  the  face
amount  of the Debt Securities to be issued, the public
offering price, and the underwriting discount  for  the
proposed  public  offering, and to execute  such  other
documents  or  instruments and to take such  other  and
further  action as may be deemed necessary or desirable
to carry out the Company's obligations thereunder, with
the   execution   and  delivery  of  the   underwriting
agreement and any other memoranda fixing the  price  by
any  of the designated officers constituting conclusive
evidence  of  approval  of  the  final  form   of   the
underwriting agreement, which shall be binding  on  the
Company; and be it further

     RESOLVED, that the designated officers are  hereby
authorized to cause to be issued the number  of  shares
of Common Stock or face amount of Debt Securities to be
sold by the Company, pursuant to the provisions of  the
underwriting   agreement(s)   upon   receipt   of   the
consideration    set   forth   in   the    underwriting
agreement(s),  as executed, and the Shares  are  hereby
declared  to be duly authorized, validly issued,  fully
paid, and nonassessable; and be it further

     RESOLVED,    that the designated officers  be  and
they  hereby are authorized to enter into one  or  more
Indentures  with   such trustee as  such  officers  may
approve,   with  respect  to  the  issuance   of   Debt
Securities;

     RESOLVED,    that  Norwest  Bank  Minnesota   N.A.
("Norwest"), of Minneapolis, Minnesota,  shall continue
as  Transfer Agent, Registrar, and Dividend  Disbursing
Agent for Company's Common Stock, including the Shares,
and  the designated officers are directed to so  inform
Norwest   and  to  execute  any  agreements  or   other
instruments   that  may  be  required   in   connection
therewith; and be it further

     RESOLVED,  that upon the written direction of  the
designated  officers, Norwest is authorized to  record,
countersign, and register certificates representing the
shares  of Common Stock that may be sold in the  public
offering   by   the  Company,,  and  to   deliver   the
certificates  to  or  upon the order  of  any  of  said
officers directing their issuance; and be it further

     RESOLVED,  that the designated officers are hereby
authorized  to  make such applications  and  file  such
documents  and  pay  such  fees  as  are  necessary  to
accomplish  the listing of the Shares on the  New  York
Stock Exchange; and be it further

     RESOLVED,  that since it is desirable and  in  the
best  interests of the Company that its  securities  be
qualified or registered for sale in various states, the
designated officers are hereby authorized to  determine
the  states in which appropriate action shall be  taken
to qualify or register for sale all or such part of the
securities  of this Company as said officers  may  deem
advisable; and be it further

     RESOLVED, that the designated officers are  hereby
authorized to perform on behalf of the Company any  and
all  such  acts as they may deem necessary or advisable
in order to comply with the applicable laws of any such
states and in connection therewith to execute and  file
all  requisite papers and documents, including, but not
limited   to,  applications,  reports,  surety   bonds,
irrevocable consents, and appointments of attorney  for
service  of process, with the execution by any of  said
officers of any such paper or document or the doing  by
them  of  any  acts  in connection with  the  foregoing
matters   conclusively  establishing  their   authority
therefor   from  the  Company  and  the  approval   and
ratification by the Company of the papers and documents
so executed and the actions so taken; and be it further

     RESOLVED,    that   in   connection    with    the
qualification   for  registration  of   the   Company's
securities for sale in various states as set  forth  in
the  foregoing  resolution, the Company  shall  not  be
required  in  any  state to file a general  consent  to
service   of   process,  to  qualify   as   a   foreign
corporation,  or to register as a dealer in  securities
(except in such cases as said officers may deem  to  be
in  the  best  interests of the  Company);  and  be  it
further

     RESOLVED, that the designated officers are  hereby
authorized  to take such actions in addition  to  those
set forth in the foregoing resolutions as they consider
appropriate  for  the  purpose  of  accomplishing   the
registration  and sale of the Securities  as  described
herein.

           RESOLUTIONS ADOPTED JUNE 23, 1999


     WHEREAS, on June 7, 1999, the Company filed  of  a
shelf   registration  statement  on   Form   S-3   (the
"Registration  Statement")  with  the  Securities   and
Exchange Commission covering the issuance and  sale  of
up to $700,000,000 in debt and equity securities of the
Company  (the  "Securities"), previously authorized  by
the Company's Board of Directors; and

     WHEREAS,  the  Board  of  Directors  continues  to
believe that the proposed public offering of Securities
by   the  Company  is  appropriate  for  the  Company's
financial  needs and would be in the best interests  of
the Company and its shareholders;

     NOW,  THEREFORE, BE IT RESOLVED, that the  filing,
form   and   contents  of  the  Registration  Statement
(including, without limitation, the prospectus filed as
part of the Registration Statement and the exhibits  to
the  Registration  Statement) is  hereby  ratified  and
approved.


          RESOLUTIONS ADOPTED AUGUST 25, 1999



     WHEREAS,  on June 2, 1999, the Board of  Directors
authorized  the  Company to file a  shelf  registration
statement on Form S-3 and to take various actions  with
respect thereto; and

     WHEREAS,  on  June 7, 1999, the  Company  filed  a
shelf   registration  statement  on   Form   S-3   (the
"Registration  Statement")  with  the  Securities   and
Exchange Commission covering the issuance and  sale  of
up to $700,000,000 in debt and equity securities of the
Company  (the  "Securities"), previously authorized  by
the Board of Directors; and

     WHEREAS,  on  July  16, 1999,  the  Company  filed
Amendment   No.   1   to  the  Registration   Statement
("Amendment No. 1 to the Registration Statement")  with
the Securities and Exchange Commission;

     WHEREAS,  on  August 4, 1999,  the  Company  filed
Amendment   No.   2   to  the  Registration   Statement
("Amendment No. 2 to the Registration Statement")  with
the Securities and Exchange Commission; and

     WHEREAS,  the  terms  defined in  the  resolutions
adopted  by  the  Board of Directors on  June  2,  1999
relating  to the issuance of securities and the  filing
of the shelf registration statement (the "Resolutions")
and  not  otherwise defined in these resolutions  shall
have the same meaning as set forth in the Resolutions;

     NOW, THEREFORE, BE IT HEREBY

     RESOLVED, that the following officers, and each of
the,   are  authorized  to  act  for  the  Company   in
connection with the transactions contemplated in  these
resolutions ("designated officers"):

     Winslow H. Buxton             Chairman of the
                                   Board; Chief
                                   Executive Officer;
                                   President
     Joseph R. Collins             Vice Chairman
     Richard W. Ingman             Executive Vice
                                   President; Chief
                                   Financial Officer
     Louis   L.   Ainsworth        Senior Vice
                                   President, General Counsel

and be it further

     RESOLVED,  that the filing, form and  contents  of
Amendment  No.  1  to  the Registration  Statement  and
Amendment   No.   2   to  the  Registration   Statement
(including, without limitation, the prospectus filed as
part  of  Amendment No. 1 and Amendment No.  2  to  the
Registration  Statement and the exhibits  thereto)  are
hereby  ratified,  confirmed and approved;  and  be  it
further

     RESOLVED,   that  the  designated   officers,   in
consultation  with  the Committee  are  authorized  and
empowered to negotiate with the Underwriters the  form,
terms  and conditions of underwriting agreement(s)  and
pricing  agreement(s) providing for  the  purchase  and
sale  of Securities by the Underwriters, and any  other
underwriters  named  therein,  and  are  authorized  to
execute  and deliver the underwriting agreement(s)  and
pricing  agreement(s) with such  changes  as  they,  in
their  discretion, deem necessary and  to  execute  and
deliver the final form of the underwriting agreement(s)
and  pricing agreement(s) in the name of and on  behalf
of  the  Company,  including the determination  of  the
number  of  Shares  or  the face  amount  of  the  Debt
Securities to be issued, the public offering price, and
the  underwriting  discount  for  the  purposed  public
offering,  and  to  execute  such  other  documents  or
instruments  and to take such other and further  action
as  may  be deemed necessary or desirable to carry  out
the   Company's   obligations  thereunder,   with   the
execution  and delivery of each underwriting  agreement
and pricing agreement by any of the designated officers
constituting  conclusive evidence of  approval  of  the
final  form, terms and conditions thereof, which  shall
be binding on the Company; and be it further

     RESOLVED, that the designated officers are  hereby
authorized to cause to be issued the number  of  Shares
or  face  amount of Debt Securities to be sold  by  the
Company, pursuant to the provisions of the underwriting
agreement  relating thereto, and upon  receipt  of  the
consideration  set forth in the underwriting  agreement
relating  thereto, as executed, the  Shares  so  issued
pursuant  to  such  underwriting agreement  are  hereby
declared  to be duly authorized, validly issued,  fully
paid, and nonassessable; and be it further

     RESOLVED, that the designated officers be and they
hereby   are  authorized  to  negotiate  one  or   more
Indentures  with  respect  to  the  issuance  of   Debt
Securities   and  supplements  thereto   and   officers
certificates  thereunder in such  form  and  with  such
terms  and conditions and with such trustee(s) as  such
officers  may approve, and to execute and  deliver  the
Indenture(s), supplement(s) and certificate(s)  in  the
name  and  on behalf of the Company, with the execution
and   delivery   of  each  Indenture,   supplement   or
certificate   constituting   conclusive   evidence   of
approval  of  the  final  form,  terms  and  conditions
thereof, which shall be binding on the Company; and  be
it further

     RESOLVED, that the designated officers are  hereby
authorized and empowered to take all action as  may  be
necessary  or  advisable  in  order  to  qualify   each
Indenture   or  supplement  thereto  under  the   Trust
Indenture Act of 1939, as amended, and otherwise comply
with  such  Act  and the rules and regulations  of  the
Commission thereunder; and be it further

     RESOLVED, that the form(s) of Debt Securities  set
forth  in  the  applicable  Indenture,  supplement   or
certificate  as  executed, and  with  such  insertions,
omissions,  substitutions and other variations  as  are
appropriate to reflect the specific terms of such  Debt
Securities,   are  approved  to  represent   the   Debt
Securities,  and  the  designated officers  are  hereby
authorized to execute, seal, attest and deliver, in the
name  and on behalf of the Company, the Debt Securities
substantially in such form, and upon authorization  and
delivery  by the trustee under the applicable Indenture
such  signatures will be fully binding on  the  Company
whether or not any such officer shall have ceased to be
such an officer before the Debt Securities shall be  so
authenticated and delivered by such trustee.

     RESOLVED,  that except as amended by the foregoing
resolutions,  the Resolutions are hereby  ratified  and
confirmed in all respects.

     The  following is an excerpt of the minutes of the
executive  session  of the Board of  Directors  at  the
August 25, 1999 meeting:

     The  Board then discussed the proposed public
     offerings  of  common stock and senior  notes
     under the Registration Statement on Form  S-3
     filed   on   June  7,  1999,  and  amendments
     thereto,   and  appointed  Charles   Haggerty
     (member of the Finance and Investment  Policy
     Committee) as pricing consultant having  full
     authority  on  behalf  of  the  Finance   and
     Investment  Policy Committee to consult  with
     the  officers designated by the Board  as  to
     the  final form, terms and conditions of  the
     underwriting    agreements    and     pricing
     agreements  and the amount and terms  of  the
     securities to be offered.

EX-4.2

EXHIBIT 4.2


    THIS  NOTE IS A GLOBAL SECURITY WITHIN THE  MEANING
OF   THE  INDENTURE  HEREINAFTER  REFERRED  TO  AND  IS
REGISTERED  IN THE NAME OF A DEPOSITARY (AS DEFINED  IN
THE  INDENTURE)  OR A NOMINEE THEREOF.   THIS  NOTE  IS
EXCHANGEABLE  FOR NOTES REGISTERED IN  THE  NAME  OF  A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE  LIMITED  CIRCUMSTANCES DESCRIBED IN THE  INDENTURE
AND,  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE  OR  IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY  TO  A
NOMINEE  OF  THE  DEPOSITARY OR BY  A  NOMINEE  OF  THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF  THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE  TO
A  SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH  SUCCESSOR
DEPOSITARY.

    UNLESS   THIS  CERTIFICATE  IS  PRESENTED   BY   AN
AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY   TRUST
COMPANY  (55 WATER STREET, NEW YORK, NEW YORK)  TO  THE
ISSUER  OR  TO ITS AGENT FOR REGISTRATION OF  TRANSFER,
EXCHANGE  OR  PAYMENT,  AND ANY CERTIFICATE  ISSUED  IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS  REQUESTED  BY AN AUTHORIZED REPRESENTATIVE  OF  THE
DEPOSITORY  TRUST COMPANY AND ANY PAYMENT  IS  MADE  TO
CEDE  &  CO., ANY TRANSFER, PLEDGE OR OTHER USE  HEREOF
FOR  VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE  THE REGISTERED OWNER HEREOF, CEDE & CO., HAS  AN
INTEREST HEREIN.


                     PENTAIR, INC.

             _____% Senior Notes due ____

No. R-                             $ __________
                                   CUSIP NO.
                                   ____________

    Pentair, Inc., a corporation duly organized and
existing under the laws of Minnesota (herein called the
"company", which term includes any successor Person
under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of _____________
Dollars ($_______) on _______, 20__, and to pay
interest thereon from ______________or from the most
recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on
_______ and ________ in each year, commencing
______________, at the rate of _____% per annum, until
the principal hereof is paid or made available for
payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest,
which shall be the ________ or ____________ (whether or
not a Business Day), as the case may be, next preceding
such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof
shall be given to holders of Notes of this series not
less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

    Payment of the principal of (and premium, if any)
and interest on this Note will be made to the Depositary
or its nominee, as the case may be, as the sole registered
owner and the sole Holder of the Global Security for all
purposes under the Indenture, in such coin or currency of the
United States of America as at the time of payment is
legal tender for payment of public and private debts.

    The Notes of this series are subject to redemption
prior to the Stated Maturity as described below.

    Reference is hereby made to the further provisions
of this Note set forth below, which further provisions
shall for all purposes have the same effect as if set
forth at this place.

    Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee
referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



    IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


Dated:



                                   PENTAIR, INC.


                                   By:
                                   Name:
                                    Title:



                                   Attest:
                                    Name:
                                    Title:


TRUSTEE'S CERTIFICATE OF
        AUTHENTICATION


This is one of the Securities of the
series designated therein and issued
pursuant to the within-mentioned
Indenture.

Dated:

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee


By:
  Authorized Officer


                         Pentair, Inc.
                 ______% Senior Notes due _____


  This  Note  is  one  of  a duly authorized  issue  of
Securities of the Company (herein called the  "Notes"),
issued and to be issued in one or more series under  an
Indenture, dated as of June 1, 1999 (herein called  the
"Indenture"), between the Company and U.S.  Bank  Trust
National  Association, as Trustee  (herein  called  the
"Trustee",  which  term includes any successor  trustee
under  the  Indenture),  to  which  Indenture  and  all
indentures  supplemental thereto  reference  is  hereby
made   for  a  statement  of  the  respective   rights,
limitations of rights, duties and immunities thereunder
of  the  Company, the Trustee and the  Holders  of  the
Notes  and of the terms upon which the Notes  are,  and
are  to be, authenticated and delivered.  This Note  is
one   of  the  series  designated  above,  limited   in
aggregate  principal  amount to $___________.   By  the
terms  of the Indenture, additional Securities of other
separate  series,  which may vary as to  date,  amount,
Stated Maturity, interest rate or method of calculating
the  interest  rate  and in other respects  as  therein
provided,  may  be  issued in  an  unlimited  principal
amount.

  This Note is redeemable, in whole or in part, at  the
Company's  option,  at any time at a  redemption  price
equal to the greater of:

  C    100% of the principal amount of this Note; or

  C      as determined by a Quotation Agent (as defined
     below), the sum of the present values of the remaining
     scheduled payments of principal and interest hereon
     (not including any portion of such payments of interest
     accrued as of the date of redemption) discounted to the
     redemption date on a semiannual basis (assuming  a
     360-day year consisting of twelve 30-day months) at the
     Adjusted Treasury Rate plus 25 basis points, plus, in
     each case, accrued interest hereon to the date  of
     redemption.

  "Adjusted Treasury Rate" means, with respect  to  any
redemption  date,  the  rate per  annum  equal  to  the
semiannual   equivalent  yield  to  maturity   of   the
Comparable  Treasury Issue, assuming a  price  for  the
Comparable Treasury Issue (expressed as a percentage of
its  principal amount) equal to the Comparable Treasury
Price for such redemption date.

  "Comparable  Treasury Issue" means the United  States
Treasury  security  selected by a  Quotation  Agent  as
having  a maturity comparable to the remaining term  of
the Notes to be redeemed that would be utilized, at the
time  of  selection  and in accordance  with  customary
financial  practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining
term of such Notes.

  "Quotation   Agent"  means  the  Reference   Treasury
Dealer appointed by the Trustee after consultation with
the Company.

  "Reference Treasury Dealer" means:

  C      Goldman,   Sachs  &  Co.  and  its  respective
     successors; provided, however, that if the foregoing
     shall cease to be a primary U.S. Government securities
     dealer in New York City (a "Primary Treasury Dealer"),
     the Company shall substitute therefor another Primary
     Treasury Dealer; and

  C    any other Primary Treasury Dealer selected by the
     Trustee after consultation with the Company.

  "Comparable  Treasury Price" means, with  respect  to
any redemption date:

  C     the  average  of the Reference Treasury  Dealer
     Quotations for such redemption date, after excluding
     the highest and lowest such Reference Treasury Dealer
     Quotations; or

  C     if  the  Trustee obtains fewer than three  such
     Reference Treasury Dealer Quotations, the average of
     all such Quotations.

  "Reference  Treasury Dealer Quotations"  means,  with
respect  to  each  Reference Treasury  Dealer  and  any
redemption  date,  the average, as  determined  by  the
Trustee, of the bid and asked prices for the Comparable
Treasury  Issue (expressed in each case as a percentage
of  its  principal  amount) quoted in  writing  to  the
Trustee by such Reference Treasury Dealer at 5:00  p.m.
on  the  third  Business Day preceding such  redemption
date.

  Notice  of any redemption will be mailed at least  30
days  but  not more than 60 days before the  redemption
date to each Holder of the Notes to be redeemed at each
such   Holder's  address  appearing  on  the   Security
Register.

  Unless  the  Company  defaults  in  payment  of   the
redemption  price,  on and after the  redemption  date,
interest  will cease to accrue on the Notes or portions
thereof called for redemption.

  In  the  event  of redemption of this  Note  in  part
only,  a  new Note or Notes of this series and of  like
tenor  or an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof, and, in the  event
of  transfer or exchange, a new Note or Notes  of  this
series  and  of  like tenor and for  a  like  aggregate
principal amount will be issued to the Holder,  in  the
case  of  exchange,  or  the designated  transferee  or
transferees, in the case of transfer.

  This  Note  is  not entitled to the  benefit  of  any
sinking fund.

  If  an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal  of
the Notes of this series may (subject to the conditions
set forth in the Indenture) be declared due and payable
in  the  manner  and with the effect  provided  in  the
Indenture.

  The  Indenture contains provisions for defeasance  at
any time of the Company's obligations in respect of (i)
the  entire  indebtedness of this Note or (ii)  certain
restrictive  covenants with respect to  this  Note,  in
each  case upon compliance with certain conditions  set
forth therein.

  The  Indenture  permits, with certain  exceptions  as
therein   provided,  the  amendment  thereof  and   the
modification  of  the  rights and  obligations  of  the
Company and the rights of the Holders of the Securities
of  each  series to be affected under the Indenture  at
any  time  by  the  Company and the  Trustee  with  the
consent  of the Holders of not less than a majority  in
aggregate  principal amount of the  Securities  at  the
time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of
any  Securities at the time Outstanding.  The Indenture
also  contains  provisions permitting  the  Holders  of
specified percentages in aggregate principal amount  of
the  Securities of each series at the time Outstanding,
on  behalf  of  the Holders of all Securities  of  such
series, to waive compliance by the Company with certain
provisions  of the Indenture and certain past  defaults
under  the Indenture and their consequences.  Any  such
consent  or waiver by the Holder of this Note shall  be
conclusive  and binding upon such Holder and  upon  all
future Holders of this Note and of any Note issued upon
the  registration  of transfer hereof  or  in  exchange
hereof  or  in lieu hereof, whether or not notation  of
such consent or waiver is made upon this Note.

  No   reference  herein  to  the  Indenture   and   no
provision of this Note or of the Indenture shall  alter
or  impair  the  obligation of the  Company,  which  is
absolute  and  unconditional, to pay the  principal  of
(and premium, if any) and interest on this Note at  the
times,  place  and rate, and in the coin  or  currency,
herein prescribed.

  As  provided in the Indenture and subject to  certain
limitations  therein set forth, the  transfer  of  this
Note  is  registrable  in the Security  Register,  upon
surrender of this Note for registration of transfer  at
the  office or agency of the Company in any place where
the principal of (and premium, if any) and interest  on
this Note are payable, duly endorsed by, or accompanied
by   a   written   instrument  of  transfer   in   form
satisfactory to the Company and the Security  Registrar
duly  executed  by, the Holder hereof or such  Holder's
attorney duly authorized in writing, and thereupon  one
or  more new Notes of this series, of like tenor and of
authorized  denominations and for  the  same  aggregate
principal  amount,  will be issued  to  the  designated
transferee or transferees.

  The  Notes  of  this  series  are  issuable  only  in
registered  form  without coupons in  denominations  of
$1,000  and  any amount in excess thereof which  is  an
integral  multiple  of  $1,000.   As  provided  in  the
Indenture  and  subject to certain limitations  therein
set forth, Notes of this series are exchangeable for  a
like aggregate principal amount of Notes of this series
and   of   like   tenor   of  a  different   authorized
denomination,  as requested by the Holder  surrendering
the same.

  No   service  charge  shall  be  made  for  any  such
registration of transfer or exchange, but  the  Company
may  require payment of a sum sufficient to  cover  any
tax  or other governmental charge payable in connection
therewith.

  Prior   to   due   presentment  of  this   Note   for
registration of transfer, the Company, the Trustee  and
any  agent of the Company or the Trustee may treat  the
Person  in  whose name this Note is registered  in  the
Security Register as the owner hereof for all purposes,
whether  or  not this Note be overdue, and neither  the
Company,  the  Trustee  nor any  such  agent  shall  be
affected by notice to the contrary.

  The  Notes  shall  be governed by  and  construed  in
accordance with the laws of the State of New York.

  All  terms used in this Note which are defined in the
Indenture shall have the meanings assigned to  them  in
the Indenture.


                   ______________________



               _________________________________

                         ABBREVIATIONS

  The following abbreviations, when used in this
instrument, shall be construed as though they were
written out in full according to applicable laws or
regulations:

  TEN COM  as tenants in common

  TEN ENT  as tenants by the entireties

  JT TEN  as joint tenants with right of survivorship
          and not as tenants in common

  UNIF GIFT MIN
ACT _______________Custodian_______________

     (Cust)                                   (Minor)

                under Uniform Gift to Minors Act

                    _______________________
                            (State)

Additional abbreviations may be used though not in the
above list.

               _________________________________



                      ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto _____
_______________________________________________________
___________


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE ___________________



     (Name and address of assignee, including zip code,
must be printed or typewritten)



the within Note, and all rights thereunder, hereby
irrevocably constituting and appointing



Attorney to transfer said Note on the books of the
within Company, with full power of substitution in the
premises


Dated     _______________







     SIGNATURE GUARANTEE: Signatures must be guaranteed
by an "eligible institution" meeting the requirements
of the Security Registrar, which requirements include
membership or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.

EX-5.1

     Board of Directors
     September 29, 1999





                                                           EXHIBIT 5.1

                 [LETTERHEAD OF HENSON & EFRON, P.A.]




                       September 29, 1999



Board of Directors
Pentair, Inc.
1500 County Road B2 West
St. Paul, Minnesota  55113

Ladies and Gentlemen:

     We  are acting as counsel to Pentair, Inc., a Minnesota
corporation   (the  "Company"),  in  connection   with   its
registration   statement  on  Form  S-3,  as   amended   and
supplemented  (SEC  File No. 333-80159)  (the  "Registration
Statement"),   filed  with  the  Securities   and   Exchange
Commission  on  June 7, 1999, as amended,  relating  to  the
proposed  public offering of up to $700,000,000 in aggregate
amount  of  one or more series of the Company's  securities,
which  securities  may include any or all of  the  Company's
(i)  shares  of  common  stock, par value $.16 2/3 per share
including  rights  attached thereto to  purchase  shares  of
Common  Stock pursuant to the Rights Agreement dated  as  of
July  31,  1995 (collectively the "Common Stock");  or  (ii)
debt securities (the "Debt Securities"), all of which Common
Stock and Debt Securities may be offered and sold from  time
to time on a continuous or delayed basis as set forth in the
prospectus which forms a part of the Registration  Statement
(the  "Prospectus"),  and  as  set  forth  in  one  or  more
supplements   to   the  Prospectus  (each,   a   "Prospectus
Supplement").  This opinion letter is rendered in connection
with  the proposed public offering of up to 6,325,000 shares
of the Company's Common Stock (the "Shares") as described in
the   Registration  Statement.   This  opinion   letter   is
furnished  to you at your request to enable you  to  fulfill
the  requirements  of Item 601(b)(5) of Regulation  S-K,  17
C.F.R.   Section  229.601(b)(5),  in  connection  with   the
Registration Statement.

     For  purposes of this opinion letter, we have  examined
copies of the following documents:

     1.   The Registration Statement;

     2.   The Amended and Restated Articles of Incorporation
          of  the  Company (the "Articles of Incorporation")
          as  certified  by the Secretary of  State  of  the
          State  of  Minnesota on July 15, 1999 and  by  the
          Secretary  of  the Company on the date  hereof  as
          then being complete, accurate and in effect;

     3.   The  Amended  and Restated Bylaws of the  Company  (the
          "Bylaws"), as certified by the Secretary of the Company
          on the date hereof as then being complete, accurate and
          in effect;

     4.   The  Underwriting  Agreement dated September  29,  1999
          (the  "Underwriting Agreement") among the  Company  and
          Goldman Sachs & Co., J.P. Morgan Securities, Inc.  Banc
          of  America  Securities,  LLC and  U.S.  Bancorp  Piper
          Jaffray  Inc.,  individually and as representatives  of
          the  several underwriters named in Schedule  I  of  the
          related Pricing Agreement dated September 29, 1999;

     5.   Corporate  proceedings of the Company relating  to  the
          filing  by  the Company of the Registration  Statement,
          the execution of the Underwriting Agreement and related
          matters; and

     6.   Such  other documents and such mattes of law as we have
          deemed necessary in order to render this opinion.

     In  our  examination  of the aforesaid  documents,  we  have
assumed the genuineness of all signatures, the legal capacity  of
natural  persons, the authenticity, accuracy and completeness  of
all  documents  submitted  to us, and  the  conformity  with  the
original documents of all documents submitted to us as certified,
telecopied,  photostatic, or reproduced copies.  In  giving  this
opinion, we also have relied as to certain matters on information
obtained from public officials, officers of the Company and other
sources  we  believe to be responsible.  This opinion  letter  is
given, and all statements herein are made, in the context of  the
foregoing.

     Our  opinions expressed below are limited to the laws of the
State of Minnesota and the State of New York and the federal laws
of the United States of America.

     Based upon, subject to and limited by the foregoing, we  are
of  the  opinion  that,  following (i)  issuance  of  the  Shares
pursuant  to  the  terms of the Underwriting Agreement  and  (ii)
receipt  by  the  Company  of the consideration  for  the  Shares
specified  in the corporate proceedings relating to  the  Shares,
the Shares will be validly issued, fully paid and non-assessable.

     We  assume no obligation to advise you of any changes in the
foregoing  subsequent  to the delivery of  this  opinion  letter.
This  opinion letter has been prepared for your use in connection
with the filing of the Registration Statement on the date of this
opinion  letter and should not be quoted in whole or in  part  or
otherwise  be  referred to, nor filed with or  furnished  to  any
governmental agency or other person or entity, without the  prior
written consent of this firm.

     We hereby consent to the filing of this opinion letter as an
exhibit  to  the Registration Statement and to the  reference  to
this  firm  under the caption "Legal Matters" in  the  prospectus
constituting  a  part of the Registration Statement.   In  giving
this  consent,  we do not thereby admit that we are  an  "expert"
within the meaning of the Securities Act.

                              Very truly yours,

                              HENSON & EFRON, P.A.


                              /s/ Henson & Efron, P.A.

EX-5.2

     Board of Directors
     September 30, 1999





                                                           EXHIBIT 5.2

                 [LETTERHEAD OF HENSON & EFRON, P.A.]




                       September 30, 1999



Board of Directors
Pentair, Inc.
1500 County Road B2 West
St. Paul, Minnesota  55113

Ladies and Gentlemen:

     We  are acting as counsel to Pentair, Inc., a Minnesota
corporation   (the  "Company"),  in  connection   with   its
registration   statement  on  Form  S-3,  as   amended   and
supplemented  (SEC  File No. 333-80159)  (the  "Registration
Statement"),   filed  with  the  Securities   and   Exchange
Commission  on  June  7, 1999 as amended,  relating  to  the
proposed  public offering of up to $700,000,000 in aggregate
amount  of  one or more series of the Company's  securities,
which  securities  may include any or all of  the  Company's
(i)  shares  of  common  stock, par value $.16 2/3 per share
including  rights  attached thereto to  purchase  shares  of
Common  Stock pursuant to the Rights Agreement dated  as  of
July  31,  1995 (collectively the "Common Stock");  or  (ii)
debt securities (the "Debt Securities"), all of which Common
Stock and Debt Securities may be offered and sold from  time
to time on a continuous or delayed basis as set forth in the
prospectus which forms a part of the Registration  Statement
(the  "Prospectus"),  and  as  set  forth  in  one  or  more
supplements   to   the  Prospectus  (each,   a   "Prospectus
Supplement").  This opinion letter is rendered in connection
with  the proposed public offering of $250,000,000 aggregate
principal  amount  of the Company's 7.85% Senior  Notes  due
2009   (the   "Notes")  as  described  in  the  Registration
Statement.  This opinion letter is furnished to you at  your
request  to enable you to fulfill the requirements  of  Item
601(b)(5)    of   Regulation   S-K,   17   C.F.R.    Section
229.601(b)(5),   in   connection   with   the   Registration
Statement.

     For  purposes of this opinion letter, we have  examined
copies of the following documents:

     1.   The Registration Statement;

     2.   The Amended and Restated Articles of Incorporation
          of  the  Company (the "Articles of Incorporation")
          as  certified  by the Secretary of  State  of  the
          State  of  Minnesota on July 15, 1999 and  by  the
          Secretary  of  the Company on the date  hereof  as
          then being complete, accurate and in effect;

     3.   The  Amended  and Restated Bylaws of the  Company  (the
          "Bylaws"), as certified by the Secretary of the Company
          on the date hereof as then being complete, accurate and
          in effect;

     4.   The  Indenture(  the "Indenture") dated  June  1,  1999
          between the Company and U.S. Bank National Association,
          as trustee (the "Trustee");

     5.   The  Underwriting  Agreement  dated  September  30,1999
          among  the Company and Goldman Sachs & Co., J.P. Morgan
          Securities,  Inc. and Banc One Capital  Markets,  Inc.,
          (the "Underwriting Agreement");

     6.   Corporate  proceedings of the Company relating  to  the
          filing  by  the Company of the Registration  Statement,
          the  execution of the Indenture, the form of  Officers'
          Certificate   and  Company  Order  relating   to   Debt
          Securities  dated  as of October 5,  1999  and  related
          matters; and

     7.   Such other documents and such matters of law as we have
          deemed necessary to  render this opinion.

     In  our  examination  of the aforesaid  documents,  we  have
assumed the genuineness of all signatures, the legal capacity  of
natural  persons, the authenticity, accuracy and completeness  of
all  documents  submitted  to us, and  the  conformity  with  the
original documents of all documents submitted to us as certified,
telecopied,  photostatic, or reproduced copies.  In  giving  this
opinion, we also have relied as to certain matters on information
obtained from public officials, officers of the Company and other
sources  we  believe to be responsible.  This opinion  letter  is
given, and all statements herein are made, in the context of  the
foregoing.

     Our  opinions expressed below are limited to the laws of the
State of Minnesota and the State of New York and the federal laws
of the United States of America.

     Based upon, subject to and limited by the foregoing, we  are
of the opinion that, following (i) authentication of the Notes by
the  Trustee,  and (ii) execution and delivery of  the  Notes  on
behalf  of the Company against payment of consideration  for  the
Notes specified in the Company proceedings relating to the Notes,
the  Notes will constitute valid and binding obligations  of  the
Company, enforceable against the Company in accordance with their
terms,  except  as  the enforcement thereof  may  be  limited  by
bankruptcy, insolvency, reorganization, moratorium or other  laws
affecting  creditors' rights (including, without limitation,  the
effect   of   statutory   and  other  law  regarding   fraudulent
conveyances, fraudulent transfer and preferential transfers)  and
as  may be limited by the exercise of judicial discretion and the
application   of   principles  of  equity,   including,   without
limitation,   requirements   of   good   faith,   fair   dealing,
conscionability   and   materiality   (regardless   of    whether
enforcement is considered in a proceeding in equity or at law).

     The  opinions as to enforceability expressed above shall  be
understood  to  mean  only  that   if  there  is  a  default   in
performance  of an obligation, (i) if a failure to pay  or  other
damage  can  be  shown and (ii) if the defaulting  party  can  be
brought  into  a  court which will hear the case  and  apply  the
governing law, then, subject to the availability of defenses, and
to the exceptions set forth above, the court will provide a money
damage (or perhaps injunctive or specific performance) remedy.

     To  the extent that the obligations of the Company under any
Indenture  may  be  dependent upon such matters,  we  assume  for
purposes  of  this  opinion that the Trustee is  duly  organized,
validly  existing  and in good standing under  the  laws  of  its
jurisdiction of organization; that the Trustee is duly  qualified
to  engage in the activities contemplated by the Indenture;  that
the Indenture has been duly authorized, executed and delivered by
the  Trustee and constitutes the valid and binding obligation  of
the  Trustee  enforceable against the Trustee in accordance  with
its  terms;  that the Trustee is in compliance, with  respect  to
acting as a trustee under the Indenture, with all applicable laws
and   regulations;  and  that  the  Trustee  has  the   requisite
organizational  and  legal  power and authority  to  perform  its
obligations under the Indenture.

     We  assume no obligation to advise you of any changes in the
foregoing  subsequent  to the delivery of  this  opinion  letter.
This  opinion letter has been prepared for your use in connection
with the filing of the Registration Statement on the date of this
opinion  letter and should not be quoted in whole or in  part  or
otherwise  be  referred to, nor filed with or  furnished  to  any
governmental agency or other person or entity, without the  prior
written consent of this firm.

     We hereby consent to the filing of this opinion letter as an
exhibit  to  the Registration Statement and to the  reference  to
this  firm  under the caption "Legal Matters" in  the  prospectus
constituting  a  part of the Registration Statement.   In  giving
this  consent,  we do not thereby admit that we are  an  "expert"
within the meaning of the Securities Act.

                              Very truly yours,

                              HENSON & EFRON, P.A.


                              /s/ Henson & Efron, P.A.